Venom Slayer
by Joshua The Evil Guy
Summary: AU Post-Season 2. What if Buffy found something more in LA after killing Angel than just her will to keep on fighting? B/F? X/C, W/O
1. Three Months Ago

Title: Venom Slayer

Author: Doc & Joshua

Disclaimer: Marvel Comics owns Venom, Punisher, Black Cat, and Ghost Rider. Joss Whedon owns Buffy, Faith and the gang. Doc and I worked on this together and he'll be posting his own version of this story not too long from now... we hope. I just decided to go first.

Summary: AU Post-Season 2. What if Buffy found something more in LA after killing Angel than just her will to keep on fighting? B/F? X/C, W/O

Story:

_Three months ago_

_Los Angeles_

"Alright, nobody move!" Buffy Summers, retired Vampire Slayer, didn't know whether to scream or cry. She felt like doing a little of both. All she wanted after saving the world – AGAIN – and in the process sent her boyfriend to hell, was to just fade away into the obscurity of a normal, boring life of a truck stop diner on the outskirts of LA. Instead, here she was at the local grocery, caught in the middle of a hold up. Her life sucked. It was official.

A fact that doubled when one of the creeps grabbed her. "Aren't you pretty?" he said in a low, English accent.

"You don't let me go, you're gonna be a lot less pretty," she warned with a low growl. The thief chuckled.

"I like you girl. Pity you couldn't be more obedient," the man said. "Watchers wouldn'ta sent me in to help if you'd just followed the rules," Buffy stiffened. The Watcher's Council. "Too bad."

"Hey, English, easy with her."

"Just going out for a bit of fun, Boss," the Council agent said.

"Fine. Just make sure she doesn't talk."

"Oh, she won't," the Watcher said, dragging her out the back.

It was a mistake that would end up being his last.

Buffy, at the point of a gun, entered the alley behind the grocery store. Out of habit, her Slayer senses automatically scoped out all the dark places where demons could hide, as well as potential weapons to use. Unfortunately nothing in the alley, that she could immediately or instinctually detect, changed the fact that she had a gun pointed at the back of her head, and as much as she wished otherwise, one of her Slayer powers was not being bullet proof.

Unfortunately for both of them, in one of those shadow places, dwelt an entity that survived on not being detected.

The Watcher shoved her against the wall, pulling his gun. "Well, so long, Slayer," he drawled, cocking back the hammer on the gun. He didn't notice, until it was too late, the black shadow which seemed to crawl up the wall. He definitely noticed it when it jumped onto Buffy though. "What the bloody…?" he blurted as it spread over her body, transforming into a body hugging black suit.

Buffy felt it the moment it touched her, but rather than be freaked out or scared of it, she didn't react at all. When she felt it touch her mind, she didn't fight or recoil from it, she simply let it fill the void that sending Angel to Hell had left within her. After that, she didn't care so much about the gun.

"Guys like you make me wonder if the world's worth saving at all," Buffy said, seemingly not noticing the thing covering her body. "But I think I realized something. The world is worth saving." Sharp looking claws extended from her fingers. "You aren't!" The claws bent and extended, impaling the watcher. He was dead before he hit the floor. "Wha…?"

'_He deserved it. It should have happened some time ago. We did the right thing.'_

"Who…?"

'_I have no name, alone. I had a name with my other, my precious Eddie. We were called Venom. We can be again.'_

"We…? You mean… you and me?"

'_Yes. We can do great good. We can stop people like this from hurting the innocent. We can save lives.'_

"By killing them?"

'_It is no less than they deserve.'_

Buffy thought a moment. This…whatever it was had a point. Creeps like this Watcher didn't deserve to live. And there were others. Vampires, demons, murderers, rapists. Venom could be a dangerous, yet powerful source for good. "Alright."

'_Eeeeeeeeexcccellent!'_ The symbiote said, spreading over her head. Buffy looked out through the large, white membranes, feeling the symbiote form a mouth, seeing the tongue lash around.

"Venom lives again!" she exclaimed, a rasping voice exiting her mouth. "We stalk once more!"

_Inside_

"Alright, is that all the cash?"

"Think so. Yo English…"

"He won't be joining you," a voice echoed through the store. "He had a little…accident."

"What the hell…?" Black tendrils launched from the shadow as the black figure stepped out, white spider motif gleaming white like the fangs in her mouth.

"Holy fuck is that…?"

"Ohshitohshitohshit…"

"We won't be having scum like you in our city," the black figure said, tendrils picking the creeps up throwing them outside. "This is _our_ city now. You are not welcome!" She turned back to the terrified forms of the thieves victims. "Call the police. Tell them they have three live ones and one…less than healthy," with that she went after the men.

'_We should have killed them.'_

'_Worst case scenario, baby,'_ Buffy said in her mind, almost fondly. Strange how easily she'd gotten used to her new partner. '_We need to improve our image unless you want the Spider coming after us again,' _the symbiote let off a loud hiss. '_Exactly. No death unless absolutely necessary.'_

'_Very well. But can we make them bleed?' _Venom gave a wide, evil grin.

"Bleed them and dump them, vampire bait," she hissed as she caught up to them, launching webbing from the top of her hand, trapping them all. "Not our problem then, leave them for the coroner."

"W-Wait!" one of the thieves said. "Don't just leave us out here!"

"Why shouldn't we?" Venom hissed. "It is more than you deserve."

"B-but the vam…"

"So you know. How…interesting," Venom said thoughtfully. "Tell us, is there more to your little gang than just you?"

"Y-yeah," the thief said, despite his compatriots denials. "Warehouse, that's where they meet."

"Thank you," Venom said, turning away.

"Wait, I told you that so you'd let us go!"

"We don't remember saying that."

_Moments Later_

Buffy paused after exercising her new powers, taking a web-sling around the city and stopping on a highrise skyscraper in downtown. It was on the way to the gang's warehouse anyway.

She needed to catch her breath, metaphorically speaking of course as the symbiote maintained her vitals a peak efficiency at all times. She stopped and looked at her reflection in the window beneath her feet. That was another thing, she was standing _perpendicular_ to the building!

"Alright baby," she affectionately touched her . . . the symbiote's . . . _Venom'_s reflection, "we need to talk for a second. But first, we're working on the look," with a look, the mouth sealed up from a gaping maw into a vicious jaw with the tongue now sliding over lethal fangs rather than mucous.

Next, she grew a couple of inches while the suit became so skin tight that it was more like a literal second skin, framing and enhancing the look of her mystically empowered muscles. She also noticed the white spider emblem on her chest, which was another thing she made sure to enhance, and decided to get rid of the mark as the last thing they needed was the _Spider_ coming after them. However, as soon as she tried to change it, the symbiote spoke.

'_No. It stays.'_

'_You sure?'_ She asked. '_He hears about this…'_

'_It stays. It is a part of us, what he did. Like the Masters bite is of you,'_ her hand went to her neck, where the Master of Aurelius had bitten her, where the bite still lay, hidden beneath her new 'skin'.

"Alright," she said out loud. "It stays. But can we adjust it just a little?" She showed her other the suggestion. The symbiote complied, changing the spider motif so it was smaller, in the middle of a winged figure.

An angel. Fitting, Buffy thought.

"Better," she still spoke with the rasping hiss, but she liked it better that way, disguised her voice and it was just the way the symbiote talked.

_'Now,'_ she spoke mind-to-mind with her other half, so much more fulfilling and trustworthy and _warmer_ than Angel ever had been, _'first thing's first. None of that consuming battling minds thing like with Parker. And Eddie . . . well, I can't make any promises that I won't be killed, naturally or otherwise, but I can promise to never let you go baby. We need each other. We . . .'_

_'We _ARE _each other. We are one, we are . . .'_

"VENOM!" the newly blended being exulted in sheer ecstasy. She idly noted that her reflection looked like it was practically having an orgasm.

_'YES!!'_ they cried out together in their mind. They were now truly bonded, if possible, even more closely than Brock and the symbiote had ever been.

"Now," the newly reborn Slayer said to herself, "let's get to work!"

_Present Day_

Venom looked through the skylight down at her prey, the men who had been threatening her city. The symbiote moved slightly, spitting out a chocolate bar before a black tentacle shot out, grabbing it and throwing it into their mouth. Venom grinned. So nice of the local shop keepers to continually supply them with chocolate. Much tastier than human brain. Less trouble too. Good thing the symbiote absorbed the chocolate for the chemical it needed. That stuff usually went straight to her hips. Not that she actually had anything to worry about in that respect anymore.

She smiled as the gang leaders began throwing accusations at each other. Her smile left, however, when one stepped forward. He was ugly, demonic, with cloven hooves and a dark haired girl, petrified, being dragged by a leash behind him. Venom gave a hiss. A Slayer, Kendra's successor. And the creature that held her captive was obviously the ring leader. Strange, vampires usually don't have any need for money, especially not one that old.

"What are you children fighting over this time?" the vampire demanded loudly, not that Venom needed him to shout. Her Slayer hearing was greatly enhanced by the symbiote. It was truly amazing how well they fit together, even after all these months. "We do not have time for your petty squabbling. If Wilkins Ascends before we're ready we're all dead!"

"Hey, you said you had the cops handled," one of the gang leaders accused, "How come they've been arresting our boys then?"

"Some people are sayin' Spiderman's moved into town!" Venom gave a snort. Honestly, 'some people'…

Still, they'd garnered some useful information. An Ascension, whatever that was. If the old man was worried about it, it must have been something big. Something to worry about later. For right now…

Tendrils of black erupted from Venom's hands, shattering the glass skylight and raining down on them. The old vampire looked up, releasing the leash in preparation for battle. His 'pet' took this moment to run for it, hiding in the shadows as Venom's lithe, ebon frame landed before them.

"So, here is the rats nest, complete with rats," she hissed. "We don't like the way you've been poisoning our city."

"'Our'?" The old vampire said, looking around. "There are more of you?"

"There is only us," she growled.

"So, one of those ever so colorful costumed heroes," the vampire sneered. "You think you can stand against the might of Kakistos?"

"Listen, hoofie, we'll only say this once," Venom said. "We don't like you. Our other don't like you. These guys only follow you cause they're scared of you."

"As it should be," the vampire said. "Now. You will get out of my way…"

"Actually, we were thinking of killing you," Venom said, charging forward. Kakistos took the charge, not expecting the strength the newcomer possessed, the speed she possessed, or the long black claws that sliced through him. Fangs glistened in the light as she pulled herself closer. "We aren't a lone Slayer or some gang member you can frighten into submission," a second set of blade like claws slipped into the vampire, piercing through the other side. "We are VENOM!" There was a tear as the vampire was ripped in half. "And you are dust," she looked at he vampire dust as it settled to the ground before turning to the terrified gang members. "Boo!" She said, opening the symbiote's mouth to reveal her dagger like fangs. The gang leaders did the smartest thing they ever did.

They ran.

"Well, that was enjoyable," Venom said, walking over to the shivering, frightened Slayer who had shuffled into the corner. "Take it easy, girl. We won't hurt you, you have our word," the girl shuffled as far into the corner as she could.

'_This isn't going to work like this, she's too scared.'_

_Shortly_

_'OK, decision made,'_ Venom Slayer thought between her 'selves', _'and . . . it might be nice having a girlfriend to talk to again. Too bad Carnage went to that insane freak Cassidy. Slayers and Symbiotes go together.'_

Venom Slayer stepped into the shadows and then retracted into a black leather outfit that enhanced many of Buffy's attractive features, and aided in her few faults, such as putting high heels only a Slayer could wear on the bottom of her boots. Thus, when she stepped into the light once more, it was Buffy looking down upon the Slayer and offering her hand in friendship and comfort.

"You're going to be OK now, they're all gone," she whispered quietly to the cowed girl.

Surprised at hearing a human voice for once, and spoken with kindness, the girl jumped and looked in wide-eyed wonderment at the petite, yet tough-looking girl crouched in front of her.

"Wh-what hap-happened to the-the-the d-d-d-demon? It killed m-mm... it killed Kakistos like he was a newbie!" the Slayer, finally realizing she was free, began to gather her wits about her.

"Well, aside from the big vamp with the equestrian fetish, what did you call him? Khaki-toast?" Buffy paused as the raven-haired girl laughed at the joke before continuing, "I didn't see any demons. Other than hoof-boy, I'm actually the one that took out the vamps, which you seem to know about. I'm the Slayer by the way. My name's Buffy."

The girl's wide-eyes blinked in slow motion, and finally her slim hand, not helped by the month or two that Kakistos had imprisoned and possibly fed off of her, took the blonde's and allowed herself to be pulled to her feet.

"You're the . . . the . . ." she stuttered, "You're the other Slayer?!!"

Buffy arched an eyebrow at the addition of 'other', but quickly squashed the flash of annoyance that it caused. "And so are you," she countered with a quick grin.

The girl blushed and blurted, "Faith, my name. My name is Faith. I . . . I've heard so much about you! You're like a legend! You're the best!"

Now it was Buffy's turn to blush as the symbiote practically preened under the praise, affirming what it already believed and knew to be true.

"Well, I don't know about /_legend_/," she accepted the praise and began to lead Faith out of the warehouse. "Here, let me get that for you," she reached over and tore off Faith's bindings with ease, and helped the girl to the door. "You hungry? I got some chocolate left over here," she reached behind her out of Faith's sight as the back of her outfit turned liquid, spat out a couple more chocolate bars into her hand before returning to black leather, and she brought the candy out in offering.

"Hell yes! Thanks!" Faith nearly prostrated herself as she ripped the packaging off of the bars and swallowed them both whole after only a few bites.

"First things first then," Buffy announced as Faith now stood under her own power, "Food." She lead the way to a nearby diner, walking instead of web-slinging because of Faith and not wanting to scare her.

"Hey," Faith said after a few minutes of companionable silence, "you ever noticed that after a good slay you get hungry and horny?"

Buffy's inhibitions had gone to hell with Angel, or maybe the symbiote just didn't see the point in their new blended nature, so without a hint of guilt or embarrassment, she answered with an interested tone, "You too?"


	2. Present Day

_Elsewhere_

"That makes the twelfth this month," Xander slammed the newspaper onto the long table.

"Thirteen if you count the midnight raid on the 31st of last month," Willow pointed out as she typed away at the nearby computer.

"What are you talking about now?" Cordelia, Xander's "girlfriend" . . . or should that be Xander, Cordelia's "boyfriend"? . . . griped as she looked up from adjusting her crossbow. Her personal hand-held crossbow, loaded with wooden arrows and supplied by Watcher Rupert Giles.

"Sightings of the demons' demon," Xander held up the newspaper, which its front page article was entitled 'Venom Stalks Los Angeles: New She-Venom Hero or Evil Mastermind' and was accompanied by a still-capture of the female black-clad creature, sporting a subtly different motif on her chest as she exchanged a couple of webbed-up punks for a case of chocolate bars at a local convenience store.

"If it weren't for the fact that it was crazy and that Venom is a known super-freak of Hellmouthy proportions, not to mention seriously disturbed, I mean what is up with that tongue thing," he added in aside to Willow, who shrugged back, "I'd almost swear that this thing was Buffy," he finished saying to Cordelia.

"Which we know is quite impossible," Giles spoke as he entered at a brisk pace. Oz was just behind him, looking pensive, which on anyone else would be jumping up and down, running back and forth screaming in terror, and all of the teens that called themselves the "Scoobies" knew it.

"Unfortunately, we have slightly more worrying concerns," Giles continued as he pulled out a blackboard and began to write down information on it. "The Council has just informed me . . . approximately two weeks after the fact," he hissed under his breath before continuing, "that Kendra's replacement, a Slayer by the name of Faith, is on her way here to Sunnydale. On her heels is a vampire master known as Kakistos, Xander no jokes! Kakistos is Greek. It roughly translates to 'Worst of the Worst', and this is a vampire we're talking about."

"OK, insert appropriate bleeping for numerous instances of foul language," Xander deadpanned as he turned his full attention to Giles.

"When is she supposed to get here?" Willow helpfully asked.

"Two weeks," Giles muttered as he continued to write names, dates, and circled words like 'Vampire Master', 'Kakistos', and 'Balthazar'.

"She'll be here in two weeks?" the redhead asked, excited at the prospect of meeting another Slayer.

"Hm?" Giles turned to regard the teens, then replied, "Oh. No, I'm afraid she was supposed to have arrived here, at the latest, two weeks _ago_. The Council only called to tell me approximately five minutes ago," the gang looked over at him.

"Well, so nice to know they actually care about their Slayers," Xander said dryly.

"Yes, well, they were a bit busy investigating the death of her Watcher," Giles said defensively. "They deduced she would head this way after finding copies of my diaries pertaining to Buffy in their apartment."

"Her Watcher's dead?" Willow asked. "What happened?"

"We're not entirely sure," Giles said. "Although her, uh…well, for lack of a better term her corpse had all the hallmarks of Kakistos."

"'For lack of a better term'?" Cordelia repeated. Giles wordlessly slid a fax across the table, showing the Watcher in question. Or what was left of her. Xander went pale as the girls ran out of the room, holding their hands to their mouths. Oz turned his head, really not wanting to look at it again, as he had been the one to get the fax working for Giles.

"So," Xander began. "We have 2 missing Slayers, an ancient sadist that makes Hitler look sane and Venom in very close proximity. Any good news?"

"Well, Venom doesn't seem too interested in Sunnydale," Giles said blandly.

_The Diner_

Buffy watched on as Faith piled away plate after plate. Briefly, she wondered if she had enough money to pay for it, at which point her other reminded her that they _had_ been relieving criminals and vampires of their money for three months and that they had a substantial income. Buffy watched as Faith ordered another serving on fries and wondered if it would be enough.

"So," the dark haired Slayer asked through a mouthful of fries. "Watcha doin' 'round here? Thought you were in Sunnydale."

"It's…complicated," Buffy said slowly. Faith stopped eating.

"Oh. Sorry," she said. There was a tone of panic in her voice. "If ya don't wanna talk about it…"

"I will," Buffy said. "Just not now, not here. Anyway, I think we need to worry more about getting you fixed up than why I'm here."

"Fixed up?" Faith looked at the pile of plates she had left in her wake. "Fixed up how?"

"Something to wear other than rags would be a start," Buffy said pointedly. Faith blushed, looking down at what she had be delegated by her ma…_Kakistos_. More fitting for a pet, he had said.

"Guess I could use a wardrobe change," she said nervously. Buffy nodded.

"Then, we need to get your confidence back up," the blonde Slayer said. Her other was agreeing in the back of her head. The poor girl was almost shattered. It would take a while. "For one, stop avoiding my eyes. You're as good as anyone here, me included. I'm nothing special…"

'_If only she knew,'_ the symbiote remarked.

"…So don't treat me like it," Buffy continued.

"But…" Faith began. Buffy shook her head.

"I just got some good breaks is all," Buffy said. "And you got some really shitty ones. We're gonna fix that now."

"You got a time machine in your panties?" Faith asked cheekily before bowing her head.

"No," Buffy said, before adding with a smirk. "Sadly, I left that in my _other_ panties," Faith gave a snort of contained laughter as the waitress walked towards them.

"Will that be all?" She asked snootily. Faith ducked her head again. Buffy glared, her symbiote growling in her head.

"Well, she could use a job," Buffy said coolly. "Keep the attitude up and yours will be vacant," the cool tone turned threatening, almost a growl. Faith looked at her in shock as the waitress paled. "Comprende?"

"Y-yes, miss," the waitress said. "I'll, ah…I'll get your bill."

"Thanks," Buffy said cheerfully. Faith gaped. What the hell was that? Buffy looked at her and shrugged. "She pissed me off. No one looks down on my friends."

Unknown to Buffy, she had just done something that no one but Faith's Watcher had ever done, winning Faith over with just those words.

"Before anything else, though," Buffy continued, unaware that from that moment on, Faith would follow her straight into the Mouth of Hell itself, "you need a proper night sleep without some psycho vamp nibbling on ya. So, you want the bed or…"

"Pets aren't supposed to get on the furniture!" Faith gasped out, unable to stop herself. That was one of the first thing she had learned, painfully, at the not-so-tender mercies of Kakistos. She wasn't worthy of a bed, or a mattress.

After losing her stunned look from Faith's outburst, Buffy growled, grinding her teeth together as she thought of all the things she'd like to have done to Kakistos if they hadn't already torn him in half. Her other even offered some suggestions.

"Faith, honey, look at me," Buffy said, grabbing Faith's hands as the Slayer dropped her eyes. "Look at me!" Faith raised her head slowly, fear on her face. Buffy saw that and felt her heart break. Damn that freak, what did he do to her? "Listen to me, Faith. You are no one's pet. You're free, you don't have to do ANYTHING that freak ever told you to do. If you wanna sleep on the bed, sleep on the bed. You wanna eat till you throw up, eat till you throw up. You wanna go out on the street and dance naked, go out on the street and dance naked, though I may deny knowing you afterwards," Faith gave a small laugh, then looked at Buffy seriously.

"Does Slaying naked count?" Buffy blinked for a moment, taken aback by the not-unpleasant image of the Slayer fighting a vampire naked.

"You can tell me _that_ story, later," she said. Faith nodded with a giggle. "So, no more thinking down about yourself, okay?" Faith nodded. "Bed or couch?" Faith chewed her bottom lip for a moment.

"Couch," she said finally. Buffy smiled. It was a start.

_The Next Morning_

The one and only downside to being blended, Buffy had decided, other than an uncanny addiction to chocolate (which Buffy didn't really see as a downside), was that between her Slayer metabolism and her Other, she really only needed about two hours of sleep, three if she was ever severely injured. So after getting Faith back to her squat Flat, at about 4 in the morning, and making sure that Faith was comfortable and wasn't going to secretly move back to the floor and curl up like some kind of beaten puppy, she finally went to bed herself.

And was up, bright-eyed and bushy tailed by 5:57 AM with Faith still passed out on the couch where she'd left her.

Smiling caringly down at the abused girl, Buffy gently tucked her hair back off her face and readjusted the blanket to fully cover her. Smiling one last time, she then turned and took a running leap out the window of the 5-story building.

At the last possible instant, just as she cleared the window, her clothes reformed into her Other before solidifying into her costume and she began web-slinging to downtown LA, taking a few shortcuts and getting a couple rides from speeding semi-trucks along the way.

Once she reached the shopping district, she found a dark alley, and this time her clothes reformed into something a little more elegant. Buffy was a born and bred LA girl, she knew what had to be done to get what you want in this town. Instead of the black leather pants, jacket, and halter top of the night before, she wore a pair of glossy 4-inch pumps, silk stockings with the seam perfectly straight along the back of her curved and muscular legs, a short, yet decent black skirt that came to mid-thigh, a silk black blouse, suede feminine business jacket, and appropriate jewelery with matching designer purse. Though it was still part of her Other, Buffy knew what designer purses looked like and that was all it really needed.

The really great thing about having no morals but good ethics is that it means tax-free money that you still work to get. For example, Buffy had cleaned out most of the gangs of LA just after they'd pulled some heist, whether bank, jewelery store, or whatever, and thus when she turned over the criminals to the Police, she had no qualms over keeping at least some of the loot for herself. As part of her code though, she made sure to only do this when it came from people, such as corrupt bankers, that could afford to lose a couple hundred a week without any real loss. For the little people, they she made sure to return everything that was taken from them. That at least kept her from being mobbed everywhere she went, and then there was the sweet deal of having unlimited chocolate supply. Thus she had a more than decent amount of cash on her.

Once she was sure she could walk into the strictest, snootiest shop on the strip without getting kicked out on her keister, Buffy quickly went about collecting a decent wardrobe for her new ward, as well as some of the essentials, tooth brush, hair brush, womanly supplies, shampoo, soap, the works. After clothes and essentials shopping, she bought herself a full case of Hersheys and almost surprised herself by finishing half the box before she started to head home, this time taking a taxi since it would be rather awkward, even for her, to web-sling with all the packages and bags she'd gotten for Faith.

Luckily, she got back to her Flat just as Faith was waking up.

"Hey, mornin'," the blonde greeted as she set down all the packages she'd spent her morning buying. She knew she'd be able to get it all in one trip.

Faith yawned and stretched for a bit before staring with confusion, and a bit of fear, at her surroundings. When she noticed the sunlight streaming in from all the wide open windows of the loft apartment, she gave a sigh of relief and remembered what had happened and where she was.

"What's all this?" she quietly asked as she walked over to where Buffy was setting all the packages into some semblance of order.

"It's your birthday!" the blonde bubbled over with excitement, "Well, probably not really, but it might as well be. This is all for you. Here, let me fix you up something to eat, then you can open your presents."

The elder Slayer then immediately turned to begin preparing a meal fit for a Slayer. Which is to say not very good and a lot of it.

Faith was stunned. There was no other word for it. She stared, mouth agape, at her hero, her savior, her . . . her friend, which in itself held more weight than any the other two had.

Then she took a closer look at some of the packages and some of the names of the stores, not all but some even she knew, stunned her all over again.

"B," Faith croaked when she could speak again, "How the hell could you afford all this? And . . . when did you go out to get all this? We got back pretty late."

"Faith," Buffy then gestured pointedly at the clock on the wall. It was almost one o'clock in the afternoon.

"Oh, yeah," Faith blushed, ducking her head in embarrassment.

"Hey, you needed the rest, so I let you sleep in," Buffy excused for her, "Besides, much as I love you, I'd sooner you go naked than wear those rags anymore, and I only have so few clothes I'm willing to share. Now, eat up, and then you can open your presents and we can have a girls-only fashion show."

Faith just grinned stupidly at her Friend and ate quickly, looking forward to the presents and fashion show almost as much as Buffy was.

_Just Outside Sunnydale_

The motorcycle came to a roaring stop in a cloud of dust and debris, a black armored van pulling up right behind it, leaving its own trail of dust. The rider, in all black leathers, which was strange for having just come out of the edge of a desert in Southern California, slowly stepped off his bike, staring through the mirrored visor of his glossy black helmet. Staring straight ahead to the center of the town they were on the edge of.

The door to the van slammed as the driver got out and the passenger rolled down their window.

"What the hell is the matter with you?!" the driver shouted at the rider.

"You don't feel that?" came the muffled reply.

"Blaze, I don't know what the blazes you're going on about!" the man just behind him shouted.

The rider took off his helmet and turned to look at the man that was dressed from neck to toe in black Kevlar armor, with an ankle-length specially-made armored coat that was woven from a special-made steel alloy. In between was enough modern, and not-so-modern, weapons to supply an entire Army Ranger platoon for a week. For the man with the white skull on his chest, the man known to all as the Punisher, he was traveling light. Very light.

Johnny Blaze, reincarnation of the Spirit of Vengeance on Earth, stared back at Frank Castle before turning back to Sunnydale and staring for several moments more. Finally he shook his head and told Castle, "It's nothing. You're right. Let's go." He quickly put on his helmet and got back on his bike.

Frank stared at him for several long moments, almost stopping the younger man to ask him what the matter was. Before he could work himself up to doing that, the passenger in the van called out, "Hey boys! Everything all right? Venom's not going to wait forever y'know!"

Frank gave Johnny one last look before stepping back and shouting out, "Yeah! Yeah, everything's fine! Let's go!"

"What was that about?" the passenger asked as Frank got back in the van and started it back up.

Frank Castle, the second-runner-up in title of 'Man Without Fear' and second also in 'Badass with a bug the size of Texas up his ass', turned to regard Felicia Hardy, also known to the select few of the superhero community as the Black Cat.

"I'm not sure," he finally said to her as he took off after Johnny Blaze on bike, "Could be nothing. But if it's something . . . With Blaze, I'm not sure I want to know."

"Good point," the blonde shrugged and went back to her catnap.


	3. Conflict

_Buffy's apartment_

"Hey, come on Faith, I'm waiting out here."

"Yeah, I'm coming," Faith looked at herself in the mirror, fingering the bottom of her black silk top gently. She quickly checked her tight, figure hugging leather pants and knee high boots, then one last check to make sure all her scars were covered. She knew Buffy had become…somewhat protective of her. She didn't want her finding out one of the guys that hurt her was still among the living. After the show in the diner, she was afraid Buffy would do something stupid. Faith didn't want anything happening to her friend, the only friend she had. Thankfully, thus far she'd managed to keep the scars hidden, despite the rather…let's say lacking amount of fabric some of the shirts had.

"Faaaaaaaaaaaiiiith…"

"Okay, okay," Faith said, walking out of the room. Buffy waited impatiently on the lounge. She was dressed in a white halter with tight black jeans with open, high heel shoes. Over it she wore a long black coat that almost seemed to shine with its own light. "Wow, B. Lookin' fine over there."

"You don't look so bad yourself, F," Buffy said, trying to mimic Faith's Bostonian accent. And doing a piss poor job of it, she had to admit. "Like what I got ya?"

"There's a lot of clothes in there I don't know if I can wear anymore, B," Faith said slowly. "I mean…I don't wanna attract…"

"Another Kakistos?" Buffy finished. Faith nodded slowly. "Listen, Faith. I know you're scared, but trust me. You're a Slayer, same as me. Kakistos was stronger than a vamp should've been. I know what it's like to be outclassed. I've done the death thing. It sucks. But there aren't any vamps as strong as the Master and Kakistos that I know of. Any other vamps you meet should be well within you're power to fight."

"Really?"

"Yeah, really. Now, I think we need to go out, let our hair down."

"Alright, now I'm really not sure about this," Faith muttered. "I don't think…"

"Then don't think," Buffy said. "You'll be fine. Trust me."

"I do," Faith said. "Alright, B. Let's party."

"Great," Buffy said, getting to her feet and leading Faith back into the bedroom. "Now, let's find a really hot outfit, and then get those scars hidden." Faith stiffened.

"You saw those, huh?"

"I'm not going to ask, Faith," Buffy said with a warm smile. "You don't want them seen, they won't be seen."

"How?" Faith asked. "Half the things you brought me show at least half the back," Buffy smiled.

"That's what make up's for, silly," Buffy said. "Trust me, no one is gonna see anything unless you want them too."

"Well, if ya say so, B," Faith said. "But it's gonna take a ton of make up."

"We'll see," Buffy said. "Let's see 'em," Faith hesitated before removing her top. Buffy gasped, biting her lip. Even the symbiote was struck dumb by the sight.

All along Faith's back, scars of different shapes and sizes crisscrossed against each other. Some looked like whips, other belts. They climbed up over the shoulders. Buffy was almost frightened to look at the front.

"Faith…" she breathed. "How did you stay sane?"

"Who says I did, B?" Faith said sadly. "It was kinda hard to figure, sometimes…when the pain ended. I lived with it, but…" Buffy wrapped her arms around the younger Slayer.

"God, Faith," she whispered. There was a steely undertone to her voice. "I promise you, Faith. No one is _ever_ going to hurt you like that again."

"Ya can't be around all the time, Buffy," Faith said sadly.

"Wanna bet?" Buffy said. "Now, let's get you fixed up. Then we go break some hearts," Faith gave a small smile.

"Sounds fun."

_Abandoned Warehouse_

"Care to explain what we're doing in a one Starbucks suburb that's more than an hour from LA, Punisher?" Felicia 'Black Cat' Hardy asked the tall man in black body armor and guns. "The same LA, I might remind you, where the majority of Venom's sightings have been reported?"

"Need a base of operations, and because Blaze insisted that we make it somewhere in this burg. That's why Black Cat," Frank 'Punisher' Castle replied, not looking up from a state map he had put on the table between them. He then pulled out another map of the L.A. County area and placed it next to the state map.

"Where is Johnny anyway?" Black Cat asked, looking around the barren and rundown place. If she didn't know any better, she'd think there might have been a fire in this place before they'd set up shop here.

The Punisher didn't verbally respond, just pointing over his shoulder at a set of stairs that Black Cat could see lead to the roof. An odd thing in a warehouse she thought, but then again, she was a New York girl at heart.

Seeing that she wasn't wanted where she was, she stalked over to the stairs, and then calmly walked up them to the roof, where she found the Ghost Rider looking out over the town, but staring in one rather specific direction.

"Got a lead on Venom yet?" she asked.

"No," his gravely voice rumbled, "Something worse. Much worse."

"How much worse than Venom could anything be in a small little town like this?" she snorted sarcastically.

"A portal to Hell, little over 200 vampires, and demons of multiple species and power-levels, all inside this 'small little town's borders," the once-dead hero calmly retorted.

Black Cat did a double-take, then looked around her at the town of Sunnydale once more, with a more careful eye for telltale details. Finally, she asked, "How do you know that?"

"The smell," was all he answered her with.

"And Venom?"

Rather than answer, he just shifted and let out a deep sigh. "The symbiote has never been here. By itself. But Venom... Or something like it, has, and is still here. Somewhere."

"That's not very helpful," she commented.

"I know," was the only reply.

For a little while, the two heroes merely stood there on the roof of the abandoned warehouse, looking out over the small California suburb, just a few miles up the coast from Los Angeles, and apparently sitting on a portal to Hell and was infested with so much supernatural evil that Ghost Rider, the Spirit of Vengeance, couldn't even track down a mass-murderer like Venom, which happened to be the Rider's specialty.

Finally, they went back inside and helped the Punisher finish setting up their short-term base in tracking down Venom.

_The Bronze_

Xander was troubled.

Willow was depressed.

Cordelia was bored.

And Oz. Oz was on stage, playing with the band.

All in all, the Scooby Gang was a mess and they knew it. To make matters worse, they were no longer complete. Their founding member, their reason for being in fact, had disappeared without so much as a trace.

Which was why Xander was troubled, Willow was depressed and Cordelia... well, Cordelia was bored because it was College Night at the Bronze, and her boyfriend was troubled. As if the loud, obnoxious, and mostly drunk college guys that weren't cool enough to have been invited to the parties on Campus weren't bad enough. Her Senior year was supposed to be the best time in her life, up until she married a really, really, really rich guy and got her acting career started, but this was just pathetic.

And to make matters worse, vampire hunting had become a bit more dangerous and a lot less "cool because nobody knows I'm saving the world" since Buffy Summers, the Slayer had up and vanished.

Xander, sweet as he was stupid, decided that the rest of them would pick up the slack until Buffy got her head screwed on straight and returned to save the rest of their collective asses. He started working out and making Giles train him in fighting vamps tirelessly, and ironically still made time to make out with Cordelia. He even started drawing on half-forgotten 'Soldier' memories from Halloween over a year ago to organize the patrol into sectors and even got Willow to get a hold of some pretty impressive radio hardware so they could keep in touch despite being all over the place.

But it didn't change the facts that the Slayer-less Scooby Gang bagged an average of 1 vampire a night, and that was typically the newbies that they sniped just as they were crawling out of the graves. Maybe, _maybe_ they could ambush a loner that was hanging around the Bronze late at night in addition to the newbies, but more often than not they only managed to scare it off with holy water and crosses.

And Giles, bless the poor Watcher's heart, hadn't once given up in his search for Buffy. He'd already spent thousands of dollars looking for her all across the country, most of it in LA as that was the most likely place to start, given Buffy was from LA. But now he was searching just as hard for this new Slayer _and_ Buffy at the same time, while keeping up the research into Kakistos, and other mysteries the Scoobies brought to him.

So as bad a night as the gang was already having, just being depressed from their circumstances, being residents of the Hellmouth, it was bound to get worse before anything got better. Xander was just waiting for the hammer to fall as the saying went.

Just as the Dingoes finished the current set, planning on taking a five minute break for refreshment, and so Oz could get some bench time with Willow, it seemed the Hellmouth decided now was the perfect time to swing for the prize.

The front door to the Bronze exploded inwards, pouring out no less than six vampires while another six appeared at strategic points all over the warehouse-turned-club, all vamped out and rounding up the herd of humans to the center of the dance floor. The screaming was almost an after thought, but after one really loud girl was backhanded by the leader and sent flying across the room, everybody got real quiet. Xander signaled the others to do the same while inventorying what weapons they had. Not a lot, but considering they were up against no less than twelve vampires, that just made things worse.

"All right, cattle," the guy in charge suddenly shouted over the still whimpering crowd, "the boss man just kicked it, and ironically took out all the other bosses with him. So that leaves me in charge. Great news for me, good news for my boys here, and bad news for you. Well, all of you that aren't extremely hot chicks that we're gonna turn and make into out vampiric love slaves. But thems how the dice roll."

_Los Angeles_

_The LA Spot _(a night club)

"Oh no way," was all Faith could say. And she'd been saying it for the last five minutes to prove that.

Buffy had just gotten them into, without even pausing at the door, let alone the line, one of _the_ most exclusive night clubs on the LA strip! And Faith was familiar enough with night clubs, from her short time as a normal Boston-bred teenager before she'd been called, before Kakistos, to know that to even get in the door of a place like this took a whole hell of a lot more than just some green. Fuck, Faith certainly hadn't been above flashing her tits to get into cool clubs in place of playing the Jacksons, but Buffy hadn't done anything but glare at the bouncer as they walked right by him.

If Faith didn't know they sometimes recruited guys like him from the police and as legit jobs for mob stooges, she'd swear the guy was sweating in fear as they passed.

And then they were in and Faith swore she recognized no less than a cool dozen of Hollywood's hottest! Shit, she even bumped into, literally, Tom Cruise! Tom _freakin "Top Gun"_ Cruise!

This was officially the best fucking day of Faith's entire fucked up life. No question. First Buffy, her _friend_, goes out and buys her a fucking _fortune_ in clothes and basic amenities, buys her an All-U-Can-Eat meal and actually cleaned them out of half their stock, plays dress-up with her, finds out about her scars and not only makes her forget about people seeing them but makes her feel kinda empowered too, and to top it all off, got her into an exclusive club where she was grinding down with the boys of NSync right next to J Lo and Jennifer something or other.

An hour after getting there, Faith collapsed, laughing, into a booth seat next to Buffy, who was smiling herself, but looking far more relaxed about it. She was also scarfing down the entire chocolate mini-bar the club "exclusively" offered to it's guests. But Faith had gotten used to it, and she was still riding the high of where she was and what she'd been doing, which was dancing, partying and just having fun.

"Glad to see I finally got you out of your shell," Buffy teased as she leaned affectionately against her fellow Slayer. "I was starting to worry I'd have to take you to an S&M club after this if you were still flinching at every little thing."

Faith just grinned and shoved playfully back at her friend. Her grin widened at just that thought alone. Her friend.

"Well, just cause I'm outta my shell is no reason not to still go. Fuck B, whatever floats your boat 'n everything. I'm game for just about anything that'll get me off," the Dark Slayer teased right back.

Buffy laughed and continued to eat her chocolate, while Faith didn't let anything like bad memories ruin her good mood or her good time.

If Faith had lived on the Hellmouth for any period of time, she would have known that it was times like these to be on your guard the most, but she hadn't and neither Slayer was anywhere near the Hellmouth at the moment, so they could be forgiven for being taken by surprise. It didn't stop Buffy from almost tearing herself apart with guilt as the front entrance and the roof of club exploded, and a dozen armed goons stormed in amidst the screaming patrons, followed by somebody Buffy was very pissed off to see again.

A big man dressed in a strange green and purple costume, holding a big crowbar across his shoulders strolled in and smirked overconfidently at the cowed masses occupying the club. Three others, still in the shadows since the club's power had kicked out from the explosion, came up behind him, each holding their own big weapons.

"Wrecker," Buffy hissed in recognition. She grabbed the rest of the chocolate on the table and shoved it all into her "pockets" for later consumption and dragged Faith back away from the intruders, keeping low.

"What the fuck?" Faith whispered to her friend, sensing the elder Slayer wished to stay as stealthy as possible at the moment.

"His name is Wrecker, leader of the Wrecking Crew, the other three stooges behind him. The others are cannon fodder. Probably mafia or freelancers," Buffy explained to Faith in hushed tones. "Let's just say I've had a... bad experience with Wrecker previously and leave it at that."

"What'd he do?"

"Tried to rob a bank while I was across the street getting... uh, food." It had been a case of chocolate bars actually, but it still counted as food.

"Tried?"

"What, you think I'd let anyone get away with ruining my afternoon like that?" Buffy remarked, grinning at her fellow Slayer. "Like I'm about to let him ruin my night? I don't think so. Look, I really need your help on this one Faith. You up for it?"

Faith didn't even need to think about it. She just looked her savior, her sister-slayer, her friend straight in the eye and answered, "Yeah. What do you need me to do?"

Buffy judged that Faith was on the level and she wouldn't really know how the other Slayer would react until she did something, so she just nodded in return and told her, "I need you on crowd control. Keep everybody from panicking and try to keep them inside the building until the cops show up, which shouldn't be too long all things considered. I'm going up against Wrecker and his crew. Don't worry about me, you just worry about the civilians and the cannon fodder. Knock'em out but leave'em alive for the police. None of them are vamps, so you don't have to worry about that."

"OK B," Faith nodded and made to stand up but Buffy grabbed her before she could do anything stupid.

"Wait until they're outside first. Then start taking out the foot soldiers one at a time. Quietly. Keep everybody inside." With that said, Buffy quickly moved off silent and already her clothes going liquid black, changing into her Venom-Slayer costume, though it looked to everyone else like she just merged with the shadows of the now-dark building.

Faith gulped to herself. This was the first time that she would really be without Buffy there beside her. The first time since... since before Kakistos that she'd been on her own. Then, an image of Buffy smiling confidently at her and the look she gave her just before she'd moved off flashed through Faith's mind and her resolve hardened. She moved quietly back to where she and Buffy had been, taking care not to draw any attention to herself.

Meanwhile the Wrecking Crew finally made it a point to introduce themselves as the emergency lighting finally kicked on. "Good evening ladies and gentlemen," the one Buffy identified as Wrecker sarcastically announced to the whole room, "I do apologize for the interruption, but it seems there was a minor misunderstanding between myself and the doorman."

At that every one of the goons and the three bruisers behind Wrecker all laughed like he'd just told a joke. Faith didn't need any more than that to know that the bouncer was dead, and it just made her that much angrier at the idiot in purple and green.

"Now," Wrecker said, apparently getting serious, "this will all be over relatively painlessly and quickly if you all just keep your HEADS DOWN AND SHUT UP!! Where's Domingues? Jarod Domingues?"

There was some rustling not too far from where Faith was and everyone turned to look and saw a rather nerdy, bald, chubby white guy stand up, dressed in a nightmare outfit that looked like a hippie from the sixties puked out a disco fiasco standing up. Everyone knew that the only way a guy like that could be in a club like this was if he had money and lots of it.

"You Domingues?" Wrecker questioned.

Timidly, the white guy nodded, holding up his hands in surrender.

"Good," the super villain then threw his crowbar at the white guy's head like a high-speed projectile.

Before it hit and made a really bad stain in the floor and ceiling, a sticky string of something lashed out and diverted the flying crowbar around the guy's head and through the far wall. Unfortunately, the crowbar, of it's own volition, flew back and smacked back into Wrecker's hand before anybody could figure out what had just happened.

"What the...?" Wrecker blurted, the bad guys all looking around at all the corners, looking for something or somebody.

Buffy, maybe? Faith wondered, while she kept waiting for her friend to show up and drag Wrecker and his Wrecking Crew outside so she could start knocking heads on the mob goons that were left.

Instead, another few web-lines shot out from the shadows, grabbing about half a dozen of the mob goons gathered around the hole that had been the front entrance, then dragged them back into the shadows where they disappeared without a sound.

"What the hell?!" one of the Wrecking Crew shouted.

"Somebody grab him!" Wrecker pointed at Domingues. "Don't let him go!"

Immediately half the rest of the mob goons surged forward and roughly grabbed the geek and brought him to the center of the room and held him tight. Wrecker and the Wrecking Crew continued to search the shadows.

Instead of finding what they were looking for, another half dozen of the mob guys got dragged away with barely a sound. The Wrecking Crew started to look nervous, but Wrecker, Faith could see, was getting pissed.

"COME ON OUT YOU COWARD!!" the villain taunted.

A disturbing, raspy laugh echoed out of the too-quiet night club in response, followed by a rumbling, almost purring growl that echoed worse than the laughter and made everyone subconsciously stay away from the shadows and huddle together.

"Damn it," Wrecker cursed and then flung his crowbar out at random into the ceiling. It came back without any result, until the growl came again.

An instant later one of the mob guys that had been dragged away was suddenly thrown at Wrecker from the darkness. Confusing the minion for an attack, Wrecker swung his crowbar at full force at the helpless guy, but another webline shot out and stopped Wrecker long enough for him to realize what it was that had landed at his feet.

Snarling, Wrecker looked closer at the webbing that had stuck to his weapon and sneered at the substance, growling out a name as he tore it off.

"Venom!"


	4. Resolution

_Sunnydale_

_The Bronze_

"So what's the plan Xan?" Oz asked as for a few seconds nobody did anything as the vampires stood there surrounding the humans inside the Bronze.

"Pray real hard," was the normal-joker's serious reply as he pulled out the stake and wooden knife he always kept on him, even when not on patrol, and stalked towards one of the vamps that was more or less by himself and before the vampire could even blink, staked him, leaving nothing but dust as he hurriedly moved on to the next before the vampires could react as a group.

Seeing Xander so serious, and hearing his reply, the rest of the Scoobies reacted immediately, Willow pulling out a few dozen pencils, which one-by-one began to float above her, while Cordelia and Oz went to the pool table, grabbed a cue-stick each and charged another vampire together. Willow's floating pencils shot out at rapid speed, one after another, but only after she tried to carefully aim them. As such, after about six "shots" she only managed to dust about three more vampires beyond the two that Xander got and the one the Cordelia and Oz got.

Unfortunately, by that point, the surprise was over and the remaining six vamps, including the leader, started to converge on the group of teens. Willow's pencil trick also seemed to no longer work as the vampires either dodged the flying projectiles, or when she tried to get the leader, he just caught the pencil an inch away from his heart and tossed it away.

After a short struggle, mostly on Xander's end, the leader was glaring down at the four teenagers that had just destroyed six vampires in under five minutes.

"What the fuck man!" the vampire, that was starting to sound more and more like a minion with delusions of grandeur, shouted at them. "Just for that, you guys are the first to go. And as hot as you two chicks are, you're not getting turned neither."

"Good, because no sunlight is really bad for my complexion," Cordelia quipped.

"Do you even know who you're messing with?" Xander tried to buy more time.

"A bunch of retards?" the vampire retorted.

"We're friends of the Slayer! Now what the hell do you think she's going to do to you if she finds out you killed us?"

"Well, we'll just have to make sure she doesn't find out then," the vampire laughed in his face.

"This is the Slayer's town," Willow tried her bid, "she's probably already on her way here to kill you idiots!"

Unexpectedly, all the vampires seemed to find this statement remarkably funny as they burst out laughing, the ones holding the Scoobs even letting go of them to roll on the floor laughing.

Confused at this response, Willow asked, "What? What's so funny?"

"Bitch, the Slayer's our boss's chew toy. Sometimes literally. He grabbed her back in Boston and made her his sex toy. She's worse than a beaten puppy!" the lead vampire started laughing again.

Xander and the others shared a morbid look with one another. Seems they found out what happened to the other Slayer.

_Across the Street_

"Seen enough yet?" Black Cat sarcastically asked the Punisher.

They'd watched as a dozen vampires, which Ghost Rider had lead them to, broke into the only night club in town, and proceed to hold all the people inside hostage for about all of two minutes before a fight broke out and the three heroes watched as four ordinary teenagers killed half of the vampires right before their very eyes.

Punisher, in costume, alongside Black Cat in her form-fitting black and white fur catsuit, and the now flaming-skull-head Ghost Rider answered with action rather than words. He pulled out a mossburg, pumped a round and charged in, and took one shot, which scattered the body parts of the three vamps that were gathered closest together.

Black Cat leapt forward, landing _on_ one of the farther vamps and proceeded to scratch his face off, literally. The vampire, obviously, took exception to this and did his best to get her off of him, which unfortunate for him involved crashing her into one of the tables, where she then used one of the larger splinters of to stake him through the heart.

Ghost Rider, knowing that his Penance Stare wouldn't do anything on soulless creatures such as these, instead just grabbed his chains, swung them around a couple times and wrapped up another vampire, then triggered his hellfire to send the demon back to Hell. After the ashy dust settled, and the Punisher had finished either staking or blasting the heads into nothing of the three he'd targeted, they turned together to face the loudmouth vampire that had been acting like the leader.

"Oh crap," he whimpered and tried to get away, but the Punisher was faster, grabbing the undead demon and lifting him easily into the air.

"Where's Venom?!" was the only question asked.

Xander and the others shared another look, and he just couldn't help himself but make the comment, "When it rains, it pours."

_LA_

_The LA Spot_

Faith stared in awe and disbelief.

All of the mob goons that came in with the Wrecking Crew were knocked out and tied up neatly for the cops, when they actually would bother to show up, which they hadn't yet. But what Faith couldn't stop staring at, and neither could half the patrons of the club behind her, was the battle taking place on an uptown street in Los Angeles.

Wrecker was strong. After seeing him pick up a parked car and throw it, she couldn't deny that. Probably stronger than she was at her peak, which she was slowly getting back to thanks to Buffy. And then there was his crowbar. Faith wasn't sure even her Slayer healing could get her back on her feet, even if she did survive getting hit by that thing even once.

Then there was the guy known as Thunderball. He was a black guy in a green and yellow costume, but swung around a huge-ass wrecking ball on a chain like it was Nerf ball on the end of a string. He wasn't as strong as Wrecker, but his weapon of choice was scary as hell.

Bulldozer and Piledriver, the remaining members of the Wrecking Crew didn't use weapons per se, seeing as they themselves were weapons enough. With Bulldozer's head, anything he charged at was mowed down or blown away, and Piledriver's massive fists probably could have put Faith in the hospital for a week!

But as scary as Wrecker and the Wrecking Crew were, compared to their opponent, they were comedian jocks in a football musical.

A creature seemingly made from the night itself, black as pitch, yet not quite when the light hit it. To offset the black, there was a pure white moniker on it's chest, which kind of, to Faith's eyes, looked like a spider inside an angel.

It appeared to be female, although Faith didn't really want to think of what those two bumps on the chest could mean if it wasn't, and seriously toned too. It... she was completely hairless, though if that's cause she didn't have any hair or if what Faith was seeing was some kind of costume, the Boston Slayer couldn't be certain. What it did have though, was a really big mouth with fangs all over it, one wicked ass tongue that gave Faith some disturbing ideas, not all of them bad, and razer sharp talons instead of fingertips.

She also moved incredibly fast, and was more agile than anyone Faith had ever seen or heard about. Then there was that webbing and tentacle things that she shot out from time to time, combined with the fact that she was at least as strong as Wrecker himself, seeing as she had caught the car Wrecker had thrown, then threw it right back, Faith wasn't sure who to be rooting for, as the figure in night-black scared her more than the entire Wrecking Crew combined.

Then somebody said a name from the crowd behind her.

Venom.

Which confused Faith, as she thought Venom was supposed to be a guy, so she guessed this chick was some kind of She-Venom, although with that angel motif on her chest in addition to the spider one Venom was known for, Faith couldn't be certain if she was even that.

And where the hell was Buffy? Faith was starting to get worried about her friend.

Then, all of a sudden, there was a loud explosion almost right next to the Venom-chic. Faith thought she saw the black creature curl up on itself for a moment, as though in pain, although nobody could see any obvious injury to her.

The Wrecking Crew started grinning at each other, as though they had already won, but those grins quickly fell when Venom Lady got back up and glared at them, seemingly twice as big as she'd been moments ago.

Venom Slayer arched her back as she let loose a howling scream that was worse than nails-on-a-chalkboard with the enraged roar of a hungry lion. Then she glared at the enemies she faced, that had caused her and her Other pain. Her overall bulk grew as Buffy and the Symbiote's anger grew exponentially, feeding off each other until Venom Slayer was so filled with rage that her thoughts were reduced to that of a mindless animal.

She jumped. Faster than the human eye could follow, she was in the midst of the Wrecker Crew, more than twenty feet away from where she'd stood. She lashed out with everything she had, slashing with her talons, gnashing with her steel-like fangs, thrashing with a few tentacles, and crashing the four villains into the ground repeatedly before picking them up to start the process over again.

Once Venom Slayer's rage had abated, for the moment, she stood still. Silently, the dust, metaphorically speaking, settled as she stood over the still living, though barely, bodies of Wrecker and the Wrecking Crew. They were in pretty bad shape, with broken bones, cuts all over their bodies, and teeth marks to match. Wrecker, only thanks to his Asgardian magic healing, was looking better than the rest, but he was still knocked out and heavily injured on the ground.

Slowly, seeing that her enemies were defeated, and her bloodlust, while not sated, was temporarily appeased, Venom Slayer returned to her normal size and form, looking more like a sleek, hot-looking woman in a skintight black outfit than a nightmarish creature from the underworld.

She paused to look around and caught sight of Faith, who visibly flinched when those soulless white eyes settled on her.

_'Now's obviously not the time to tell her,'_ Buffy thought to her Other.

_'Ya think?'_ it replied with a bit of humor she'd been teaching it since they'd joined.

_'I just hope we can tell her someday. Soon,'_ Buffy thought as she jumped up, into the night, web-slinging at top speed down and around to the other side of the block before getting back to the club, where she returned her costume to the clubbing outfit she'd had on before Wrecker had showed up.

As she jumped down into the alley behind the club, she pulled out a few of the chocolates she'd gotten earlier, scarfing them down. "Too bad I've sworn off brains," she said to herself as she made her way around to where Faith was, "If anyone deserved it, those four certainly did."

_Sunnydale Library_

"So…" Frank started coldly, looking Giles dead in the eyes. To his credit, the Watcher didn't back away. But he really wanted to. "Let me get this straight. You let these kids run around with sticks hunting vampires, but only because the actual Slayer – who's the same age - has gone missing. Correct?"

"That, ah, pretty much s-sums it up," Giles managed to get. "E-except you forgot the part where they volunteered…"

"I didn't forget it," Castle said. "I admire that. They've got guts. YOU should've made sure they were better prepared."

"Hey, we do pretty good!" Xander said defensively.

"Not the point, stud," Black Cat said, leaning back in one corner of the room. "You get lucky. That'll run out. You don't have this…Slayer's advantages. You should be using different tactics."

"Like what?" Cordelia asked, really not liking the attention Xander was giving the white haired heroine.

"I've probably got several weapons that'll take a vamps head off from long range," Castle said. "Not good in crowd situations…"

"And there are dozens of mystic weapons that do just as good," Blaze commented, shifting uncomfortably. Yeah, having a Hellmouth 40 feet below him did wonders for his 'partner', but that wasn't exactly comforting either. "Hell, I ran around with a hellfire shotgun at one point. Shouldn't be too hard to find something…"

"Yes well, I don't think such weapons are suitable in the hands of…" Giles began.

"I don't think you quite understand there, English," Black Cat said. "They're getting the weapons and the help. You don't really have much say in the matter, okay?"

"Now see here…!" Giles spluttered. Xander, Oz, Willow and Cordelia looked at each other. Things had just gotten very interesting in Sunnydale.

_LA_

_Outside the Spot_

"What happened?" Faith demanded as the two left after hours of questioning from the police.

"I got sidetracked," Buffy said. "There were a bunch of goons outside as guards, by the time I got back in it was over," Buffy hated lying to Faith, but she really wasn't ready yet. "What happened inside?"

"This chick in black – everyone says it was Venom, but I thought Venom was a guy - came in and trashed 'em," Faith explained with a faint quiver in her voice.

"I'd heard some rumors," Buffy said. "About some new Venom. Haven't seen her up close though."

"Weren't for those fangs, tongue and the way she almost killed those guys, I'd call her hot," Faith admitted. "Hell, even the way she fucked those guys over was kinda hot."

"Hot, huh?" Buffy said slyly. "Someone got a little hero worship thing."

"No," Faith said with a shiver. "Definitely not. She's still a little too…demonesque for me," Buffy gave a small sigh.

"Alright, we'll get you home. I'll do a quick patrol."

"You sure you don't want some help?" Faith asked. Buffy shook her head.

"Not yet, Faith. Let's give you a little bit more time first."

"I'm ready, B."

"No, Faith," Buffy said. "You really aren't. Yet. I know you want to help, but…" Buffy looked up at the night sky. "How'd you react? To Venom?" Faith ducked her head.

"How'd you know?"

"It's what I would have done, when I started the Slaying gig. And you were in a worse place. Better you stay at home for now."

"Right, right," Buffy looked at her. She had no intention of staying in tonight. She was too wired. The blonde Slayer sighed.

"Clear the area around our building. For one block!" she added with some force. "Go further than that, and I'm grounding you missy!"

"You can't do that!" Faith objected.

"Until such time as we get back to Sunnydale, Faith, consider me your Watcher," Buffy said, with a small smirk. "Meaning I can. Any questions?"

"Next time, I'm on top," Faith muttered. Buffy's smirk grew a little.

"Maybe when you've grown up a bit, 'little sister'," she said.

"Bite me."

"Anytime."

"Bitch."

"Brat," Buffy ruffled Faith's hair.

"Hey, knock it off," the younger Slayer said, pulling away. Buffy gave her a mischievous grin, before it dropped from her face, now completely serious.

"Remember, one run around the block, then straight home. Get it?"

"Got it."

"Good."


	5. Confrontations

_Half hour later_

Faith quietly followed the Vampire and his soon to be chew toy down the street, well outside the one block limit Buffy had placed on her. Alright, if B found out she was in major trouble, but this fang face was gonna kill that girl. Besides, Faith thought as they rounded the corner into an alley. I need to do this for myself.

"Stupid, stupid, STUPID," Venom muttered as she crawled along the building well out of Faith's line of sight. "We told her one block. We told her stay out of trouble. Is she trying to get killed?"

_'Did you ever listen to Giles?'_

"Shut up, you," she muttered as Faith ran around the corner. "She is so grounded until we move back to Sunnydale."

"Alright fang face time to..." Faith froze as the vampire turned around. "Trick..."

"Why hello there, little chew toy," Trick said. His 'victim' turned as well, her face in full vamp out mode. "We were wondering where you got to after Kakistos's unfortunate demise. Finally get up the guts to take him out?" Faith took a step back. Kakistos's right hand. Here. Now. No, it couldn't be. She wasn't ready for that, wasn't ready to face any of HIS minions, not yet. "It's been such a long time since we've seen each other," the shadows were moving. More, more than she could handle, oh God, Buffy was right. If I get out of this, Faith thought, I'm never disobeying her again. "Why don't we get... re-acqauinted?"

"Why don't you dust bunnies crawl back into the vacuum cleaner you crawled out of?" the gravelly, raspy voice hissed out of the shadows as two tentacles flew from the darkness above, impaling two vampires."We've told you once, we've told you a thousand times. We won't have your kind in _our_ city."

"What the fuck?" Trick snarled as the lithe, inky black figure landed lightly between him and Faith, her long, gleaming fangs bared.

"Venom..." Faith whispered, part in awe, part in fear as she took a step back. The demon looking figure shot a look back at her. It almost looked... annoyed.

"Isn't it past your curfew, little girl?" it hissed. Faith took another step back. Never... EVER disobeying B. Next time B said one block, Faith was sticking to one block. "We think it's time you left."

"Uh yeah. Sure," Faith said, breaking into a run and heading around the corner.

And running straight into a guy that looked like a pimp out of an old 80s movie.

"Easy there, kid," the odd man said in a strong Brooklyn accent. "I ain't gonna hurt you," Faith moved back a couple of steps, her Slayer senses screaming. Strange, she thought, they weren't doing that around Venom.

"Demon," she muttered, preparing to defend herself.

"I'm the good variety," he said. "Name's Whistlers. I work for the big guys."

"'Big guys'?" Faith asked, still on edge. Everything that had happened tonight wasn't doing much for her nerves.

"Higher Powers, Powers That Be, call 'em what you will," he said. "They're the guys that choose the Slayers. I'm their messenger, makin' sure people are in the right places. And you are in the wrong..."

"What are you doing here, Whistler?" the demon went pale as Faith snapped around to look at Venom. Strange, she thought. She... it... whatever she was supposed to call it, it didn't seem so threatening now. More... wary? Protective? But of what?

"Hey there," the demon said, stepping back. "Just, uh... here to pick up the kid."

"Really?" Venom asked. "And why, pray tell, would you want to do that?"

"Well, the, uh, Hellmouth is without a Slayer..." Whistler began, sweating bullets. The comment seemed to have given Faith her spirit back.

"Hey, watch it, bub," the younger Slayer snapped. "B's got her reasons."

"Sounds like you got told," Venoms said with a large, frightening smile. Whistler was stuck in a bind when new orders came. Now that's just plain cruel, he thought, but orders are orders.

"Well, yeah," Whistlers said. "I mean, she's swingin' around LA in evil lycra with massive..." Tentacles of night wrapped around him, slamming him into a building.

"You... know... NOTHING!" Venom hissed angrily as Faith stared in shock. No way...

"B?" Faith whispered. Venom let out an angry growl before the mask retracted itself.

"She wasn't supposed to find out like this," Buffy whispered. "She's not ready. But then, you knew that, right?" Buffy looked up at Whistler angrily, suspended above them. "Tell her the truth and watch her run, do whatever you want with her, make her into a soldier you can just order around?"

"Look," Whistler said, yelling past Buffy's head. "Kid, I can help. Her friends can help. Take you back to Sunnydale, they can find away to free her..."

"FREE?" Buffy dropped Whistler stepping back. The rage on her face was obvious. They're gonna get me killed, Whistler thought. "You call that freedom? Jumping through hoops, walking to my death, sending the man I loved to hell FREE?"

"Wha...?" Faith gasped. That was why she left? God Almighty...

"I don't need your 'help' Whistler," Buffy growled. "Believe me, like this..." the mask reformed around her head and Whistler could see his reflection in her fangs. "...We're freer than you could ever make us," she turned back to Faith, mistaking the girls true reason for the horror on her face to be her now revealed secret. Again, the mask retracted as Buffy looked at the younger girl. "I understand whatever decision you're about to make, Faith," Buffy said. "You can go back to the apartment, get your things and leave with him, you can move out and stay in LA...I won't stop you. The choice is yours. I won't force you," she turned, her suit reforming. "If you decide to stay, don't wait up. We have some steam blow off," without another word she shot a web line out and swung away, leaving Faith, alone, to decide.

_Sunnydale, CA_

_The Library_

_One week later_

"How the hell did a bunch of kids like you wind up doing this kind of thing anyway?" Punisher wanted to know as he walked Xander through several fighting moves for the fifth time that afternoon. The kid was surprisingly good, but it was a lot of talent, even more conditioning, (which surprised all the Superheroes), and almost next to no training whatsoever.

"I blame the Hellmouth," Xander gasped out as he pushed himself harder, sparring against a well-known superhero like the Punisher made him try that much more. "Most of the others tend to agree with me. But. I heard about what happened to you. I'd like to think that, God forbid, if anything like that ever happened to me... I'd do the same thing. In a way, it kind of did. There used to be more of us."

"I hear that," Frank Castle grunted as he blocked the kid's attacks. And that was all they said about the matter.

On the other side of the room, Cordelia, Willow, and a costumed Black Cat were doing their own form of training. If it had to be compared to anything, it would be cheerleader training to Xander and Punisher's ROTC training. Where Frank and Xander were sparring in moves to attack, disable and kill, the girls were utilizing aerobics, agility, and speed to dodge, defend, and avoid.

"You sure you girls haven't been training for the Olympics or something? It took me weeks of constant training to get to this level, or having the magically-enhanced mutant powers of a feline," Black Cat complimented the High Schoolers.

"Unfortunately," Willow said, slightly out of breath, "it's a side effect of dealing with vampires on a regular basis. It not only keeps you in shape..."

"It puts you at the top of your game," Cordelia finished for the redhead, completing another aerobic maneuver that was straight out of the superhero handbook.

"Tell me about it," the white-haired heroine muttered. "I spent some time hunting with Blade a few years back when my cat powers were still at their prime and I still barely managed to keep up with him. Keep this up and you two might as well put on a pair of tights and a mask of your own."

That instantly grabbed Xander's attention, "Ooo! Can I help pick'em out? I'll even help with the shopping if it means I get to see _that_!"

Before the girls could give a response to the perverted remark, Punisher rapidly moved in and swept out the teen's knees and rapid-kicked him to the floor and then held him down in a submission move that kept him from gaining even the slightest bit of leverage, making it, at least minimally effective against a vampire.

"Ow," he remarked.

"Don't get distracted in a fight," Punisher reprimanded him.

"Oh, like you've never been distracted by a pretty lady saying something like that before?" Xander argued back as he was allowed back to his feet.

"Kid, if you think I'm stupid enough to answer that question with three girls in the same room that could actually kick my ass if I let them, you need to either get your head examined, or ask to borrow my gun so you can shoot yourself," Punisher answered.

With a silent look, Xander glanced back at the three babes in skimpy and skin-tight clothing, all glaring openly at him with their arms crossed over their chests, fingers tapping angrily. Turning back to his trainer, Xander silently gulped and decided to let himself get beat up some more by one of the deadliest mortal men on the planet rather than try and explain himself away with the pretty ladies behind him.

Meanwhile, Giles was in his office with Johnny Blaze, the both of them going over diary after diary, ancient tome and old book that the Watcher had on hand, using their considerable knowledge of the supernatural to do their best with solving the multitude of mysteries they had on their plate at the moment. The priority, of course, being what was Venom up to and why he... she... _it_ had moved from the East Coast and New York to the West Coast in LA, yet still a little too close to the Hellmouth for their comfort. There was also the fact that Ghost Rider's senses told Johnny that there was still something in Sunnydale that had something to do with Venom. That was the secondary priority, followed very shortly by trying to find the missing Slayers.

Giles was particularly worried about Buffy, but given the report by the Scoobies that the vampires that had shown up at the Bronze had said something to the effect of the new Slayer being captured and... for lack of a better term... enslaved by Kakistos, was even more disheartening and strove all of them to find her sooner rather than later.

"Anything yet?" Johnny asked after a solid hour of silence.

Giles did not respond, yet continued to read and turn the pages in the book he was studying at that moment. Johnny caught the hint and moved on to the next volume in his stack of supernaturally lore and demonology.

As soon as he opened it though, he couldn't help but laugh out loud, saying, "Oh hey! I remember him. God it felt good to send him back to Hell. Had to chase him through three city blocks and down a subway to catch him..." Blaze trailed off when he caught Giles staring at him with a mix of annoyance and confusion.

In response, Johnny held up the book and pointed to the picture of the demon that was explained about in the first chapter. "Kratos the Devourer," he said as explanation, "I, uh, I sent him back to Hell last month in lower Manhattan... Used hell fire, uh, through chains into, uh, the tracks to burn the demon back to the, uh, Underworld."

"Oh. I didn't know that," Giles admitted after a few moments more silence. "I'll have to make a note of that later and let the Council know. He's not allowed back for fifty years after he's sent back, best not to waste resources. Thank you Mr. Blaze for letting me know that. Now if you wouldn't mind focusing on reasons for why or what Venom would need to be in Sunnydale for, if you please?"

"Uh, right," the motorcyclist gulped and quickly turned back to his reading.

"Thank god I'm not in there," everyone in the Library muttered under their breath.


	6. Restitution

_Los Angeles_

_B & F's Loft Apartment_

_Night_

She'd been gone a week. A week that Faith had been waiting for her friend to return and come back to her. A week that had been tearing Faith apart in more ways than just a few, and a week of hell that actually made her month with Kakistos seem like another 'fun' slaying story in comparison.

At first, Faith had thought that the whole thing with Whistler, Venom, hell even Trick and the other vamps from Boston, was just one big nightmare. She'd even tried to convince herself of it when she woke up the next morning.

Except that Buffy hadn't come back.

Faith had hoped that Buffy hadn't meant what she'd said about Faith moving out, about her leaving and letting the Boston Slayer live on her own for a while. She'd hoped that B would only be out for an hour, maybe until morning taking her frustrations out on some 'poor' and 'helpless' demons and vamps.

And then there was the other part that hoped she... that _it_ would never come back.

And then an 'hour or two' turned into a whole day.

When night came, Faith stayed in, not wanting to risk running into any more vamps, especially none from Kakistos' old crowd. She ate and slept on the bed and even watched TV like a normal teenage girl for once. Buffy still didn't come home.

When one day went into two, then three, and finally turned into a whole week, Faith had quite effectively silenced the part of her that didn't want Buffy _and_ Venom to come back. She'd had more than enough time to think back at all of the things she'd seen both Buffy and Venom do, both separately and together.

She also made a decision to never trust that Whistler freak, or anybody like him ever again and that these so-called "Powers That Be" that he worked for? Well, they could go and fuck themselves. Anybody claimed to be working for or with or even in support of? That now officially made them Faith's Enemy.

There were exactly three things that Faith had ever called her Enemy. Like Buffy, who was her one and only Friend, yet the complete and total opposite. They were her Father, Kakistos (and minions), and this fucking Powers That Be (and minions). No matter who, what, where or why; they die. Human, demon, vamp, mutant, whatever, they die. As quickly and as painfully as possible.

But that was for later, and not productive. The sun was setting and Faith had stayed in, in hopes that Buffy would come back and see that she hadn't disobeyed her anymore. But it had been a week with no sign of either the blonde Slayer, nor the black-suit babe called Venom. And that pissed Faith off almost as much as anything ever had.

So she was loading up for bear, as the terminology went. Stakes, silver daggers, holy water, crosses of all shapes and sizes, even a couple crossbows she'd found along with a wicked looking sword.

This time though, she was sticking to one block, no matter what she saw.

Unless she saw B or V. Then she was chasing down the bitch and screaming at her for as long as she could about leaving her alone for a week.

Dressed and as ready as she could possibly be, short of strapping on a flame thrower and driving around in a tank, Faith stepped outside the loft apartment and started her slow walk around the block. She kept her weapons hidden but within easy reach and her senses wide open.

An hour later she'd completed the full circuit of the block and hadn't seen so much as a piece of trash on the streets. Both disappointed and bored out of her skull, Faith stopped in front of the steps leading up to the front door of the building. She turned to face the darkness of the night, and then looked upward at the highest shadows of the buildings along the block.

With a scowl, she shouted out loud into those very shadows.

"You could've at least left some for me ya know!!"

"If I'd known you were coming out tonight, I might've left a few of them for you," a hissing voice whispered directly behind her.

With a small scream she jumped around, expecting to see Venom, yet instead she saw Buffy standing there, looking cute as ever, and dressed in her same black leathers. For several long moments the two Slayers just stood there staring at each other and not saying a word.

"WHERE THE FUCKING H. BEJEEZUS HAVE YOU BEEN?!!!!!" Faith screamed into her blonde counterpart's face, causing the shorter Slayer to wince a little.

"OK, I see you're lungs have healed up nicely," Buffy joked.

Faith scowled at her and crossed her arms expectantly. "Not funny B." She hesitated before continuing, "I... I was worried."

Buffy blinked in surprise, yet didn't respond beyond that.

"Sorry," she finally shrugged.

"Where've you been B?" Faith repeated, but much quieter.

"Around," was the short reply.

Faith's only reply to that was a stronger glare and a grimace to let her friend know that she still wasn't being funny.

"All right, all right, all right already," Buffy surrendered. "But not here. This is actually a lot more complicated than 'I wanted to give you space' or 'out killing every vamp and demon I could find' so what I need to know is... do you trust me?"

Faith didn't even hesitate in saying, her face exploding in a brilliant smile, "With everything I've got B. With everything I've got."

Buffy could only smile back as her clothes liquefied themselves into a solid black skin-tight costume. "Then hang on tight," she said just before the hood covered her face and the blank white eyes and white spider-inside-an-angel insignia coalesced on her chest. She picked Faith up in a side-along fireman's cradle and then shot a web-line up to the top of the nearest building before leaping high into the air.

_Sunnydale, CA_

_Hammersmith Park_

"So how long ago did this second Slayer disappear?" Punisher asked as he lead the procession through the park.

"We didn't even know about her until a week ago, and apparently she'd been missing for _more than_ two weeks before then," Xander informed him. "Apparently her Watcher was... uh, killed by this vampire and there's been no trace of her since. Only clue we've got that she might be heading this way is those vamps that attacked the Bronze last week that said they worked for the same vamp that killed her Watcher."

"And what they said about the Slayer being their bosses pet," Punisher finished for the teen. He sighed and looked around for a bit before growling out, "Trail's probably gone cold, even if I was willing to go to Boston to look it over. I'm not much of an investigator anyway. Hm... You got any contacts?"

"Contacts?" Xander repeated, confused.

"Things you get information about demons and whatnot from," Punisher clarified.

"Ah," Xander nodded. "Willy the Snitch."

Punisher snorted in amusement. "Appropriate name. Let's go."

"We've already tried asking Willy about the other Slayer," Xander protested. "And while he's a slimy rat, I really don't think he knows anything about her."

"But he might about the vampire," Punisher explained his logic.

At that, Xander couldn't help but grin at the thought of bringing the Punisher into Willy's bar and letting the superhero interrogate the bartender about Kakistos. "This, I've got to see," he admitted under his breath and then lead the way.

_Willy's Bar_

Willy gave a sigh as the Harris boy walked in, probably still looking for either of the Slayers. "Look kid, I alre...ady..." Willy trailed off as his eyes fell on the figure marching behind Xander with a pair of rather large looking guns sitting snugly in chest holsters under his jacket.

And a white skull painted on to the front of his Kevlar armor.

"You Willy?" the well known and wisely feared figure in the underworld asked.

Oh... crap.

"I need some information."

Double crap.

"You see, I'm looking for someone..."

Oh God...

"And the kid here..."

"Hey!"

"Said you could help me."

Oh FUCK!

"Look, Mr Punisher... sir," Willy began. "I already told the kid, I don't know anything about no Slayers."

"Who said anything about Slayers?" Castle asked. Willy gave a sigh of relief. "I'm looking for Kakistos."

"Now, that, I can help you with," Willy said. "For the right..."

"I have two 45 caliber shells for each eye if you don't tell me what I want to know," Willy felt his bladder control weaken as the Punisher reached under his jacket. Xander was standing back to one side... was that a note pad? Was the kid taking notes?

"Look, you're too late, alright?" Willy said. "Venom already got to him," Punisher's eyes narrowed. Willy gave a loud gulp.

"Where?"

"LA," Willy said. "Far as I've heard, this new Venom's been tearing through LA's demon community along with anything else that hits the city. In comings from that direction don't happen so often anymore, and demons coming from the other direction tend to not go much further. They're scared of her."

"So am I," Xander admitted with a gulp. Punisher turned to face him. "Kakistos was so old and powerful, he almost didn't look human. If Venom dusted him, I really don't want to meet her."

"And if the Slayer was with her, then she's already dead," Castle muttered.

"Er, actually..." Willy said. "Her body wasn't found when the cops got there. No bodies were. Just the unconscious local gang bangers that were meetin' with him."

"So what exactly are you saying?" Punisher asked, his attention now solely on the weasel-in-man's-clothing.

"Well, uh I don't know exactly, uh, maybe she... she being Venom... took the Slayer with her?" He suggested. Punisher's gaze became lethal. Willy's self control – and dignity – fled for safer climes.

"We're leaving," Punisher said, walking out. Willy felt his body sag with relief before he reached for the phone. Time to see if anyone knew anything about the Slayer – either of them – before Castle came back.

_Same time_

_Los Angeles_

The two Slayers landed in the rather shoddy looking clock tower, Buffy gently letting Faith down before calling her symbiote back to something a little more normal looking. "Nice place ya got here, B," Faith teased. "Really says somethin'. Not sure what, but..."

"It's not a home, Faith," Buffy said, turning on a lamp she'd brought in. In one corner of the tower, shadows shifted, pulling back as if hiding, but Faith saw something that was definitely a dark blue shifting like some kind of liquid. "It's a nursery," Faith's jaw dropped as she realized what she was looking at.

A symbiote.

"Holy fuck..." the Slayer breathed.

"Yeah, that was our thoughts on the matter," Buffy said. "We... well, my symbiote anyway, thought it was impossible. That her last seed was dead, that she couldn't spawn any offspring. So imagine our surprise."

"What happened?" Faith asked. Buffy's 'clothing' shifted slightly. Faith watched as Buffy brushed a hand down her 'jackets' side, her eyes giving a glazed, far away look before snapping back into focus moments later.

"The last time she tried to merge with the Spider," Buffy began. There was a note of disgust, like she couldn't believe Spider-man had done something. Faith wondered what that was. She was about to find out. "He rejected her, again. Only this time, there were consequence. He inadvertently killed her last seed."

"Oh..." Faith began. "But if he didn't know..."

"He never really gave her a chance," Buffy continued. "I mean, yeah, she was a bit... over eager when they first bonded, I can understand him being a little afraid. But he treated her like a monster. Was it really that much of a surprise things turned out the way they did?"

"Guess when ya put it that way..." Faith said. Buffy looked over to her, her face unreadable for a moment before a smile spread over her features.

"You do understand, don't you?" Buffy asked. "You can see from both sides, not biased one or the other."

"Well, I guess not," Faith began.

"I'm glad," Buffy cut her off. "We both are. I'm sorry if I'm seeming a bit abrupt, but Whistler showing up puts me on a time table. It's still vulnerable to emotion and suggestion and if that joker showed up..."

"You mean the... little puddle of slime over there?" Faith asked. Said slime had moved over to Buffy and was now wrapping a tendril around her leg. "Is that... normal?"

"It's not supposed to be," Buffy admitted. "My Other's previous offspring have all been violent, cruel and hated her with a passion that Venom returned on instinct. This little one is the exact opposite, and so are her parental units feelings towards it. I'm not sure why," Buffy gave a short bark laughter. "It'd take bigger brains then ours to decode what happens in a symbiotes brain."

"I'll go with that," Faith laughed. "So, aside from introducing me to li'l Venom over here..."

"Not li'l Venom," Buffy said, looking Faith dead in the eyes. "Your new partner," Faith's jaw dropped.

"Wha-what did you say?" Faith asked in confusion.

"The Powers have their eyes set on you doing their dirty work," Buffy said. "And if Whistler's visit was anything to go by, they aren't going to wait for me to be hanging around to get you on side. I've been worried, checking on you frequently. But I wasn't sure if you'd forgiven me for what happened..."

"You shouldn't have had to wonder B," Faith said softly.

"Yeah, well, call me a worry wart," Buffy said. "When the little guy was born I knew exactly what to do. But only if you want it," Buffy's eyes caught Faith's again and the younger Slayer knew this was serious to her friend. Deadly serious. "This isn't something you can just drop if you decide you don't want it, Faith. Spidey showed us how that line of thought can turn out. If you take this on, you have to be prepared to share everything with your other. Every moment of your life. Might sound like a lack of privacy but..." Buffy gave a small smile. "The perks are well worth it," Faith didn't know what to say. That her friend was willing to trust her with a young symbiote of her own, one untouched by the darkness of the world, was heavy. Faith had seen the news, knew what one of these things could do. To trust her with that much power...

"I dunno B," Faith said. "I don't know if I'm ready for that responsibility..." Faith stopped, eyes wide as the symbiote took over, covering Buffy in its skin tight form.

"We know you are, Faith," Venom said, her normal hissing voice softer. "We have been watching you as you grew out of your forced shell. You have gained in confidence, though not at your top form. You are strength. You are more than you know. If anyone can teach our child the right way of things, it is you. If anyone can care for the young one, it is you. There is no one in this world we trust more. So the question is, dear Faith, what will you choose?" Faith was dumbstruck for a moment, that a being that was, supposedly, more heartless than Kakistos himself would come forth and make such an offer while veiling it as a heart felt plea for her to care for the kid. Was this Buffy's influence, or was there truly more to the symbiotes than anyone truly knew? To be honest, Faith wasn't sure. On the one hand, like Buffy said, it'd take some serious brain cells to figure the symnbiotes out fully. On the other, Buffy was nothing short of a force of nature: for her to make a change like that on the symbiote, to Faith at least, wasn't too much of a stretch.

The question for Faith, however, was still begging an answer. The belief both of them had in her was nothing short of amazing to Faith. Could she pull something like this off? The Slayer closed her eyes for a moment, taking several calming breathes, before opening her eyes. What she saw banished any doubt.

The younger symbiote had oozed it's way over to her, one long tentacle stretching up like an eye observing her. Or a hand reaching for an older sister. There was just no way she could say no to that.

"Alright, Lady V," Faith said, taking the tentacle in her hand. She closed her eyes as she felt the substance crawl up her hand. "I'll do it."

_The Library_

_Later that night_

"We've got a problem," the Punisher growled out as soon as he and Xander entered the Library. Everybody else was already there, some still researching, others just getting back in from their own patrols.

"Wait just a minute here!" shouted Black Cat, already in 'uniform'. "Did _you_, Mister Plan-For-Every-Contingency-For-Maximum-Punishment just tell the rest of us that there is a _problem_?!"

Xander was the one to answer, but Castle didn't seem to mind after the fact as he just went over to his weapons chest and started loading up.

"Venom killed Kakistos. And the Slayer's body was not found among the remains. We just heard it from Willy, and confirmed it from all our other 'sources' in the Community."

"Oh dear lord," cursed Giles.

"Wait, what does that mean?" asked Cordelia.

"Either Venom killed the Slayer and ate her whole," Punisher explained, not holding back on the details, "which actually wouldn't be the first time that monster has done such, or, and this is the worse part just to clarify, Venom took the Slayer with him after killing Kakistos and all the demons. My best guess? This new She-Venom is when the symbiote jumped from whoever it _was_ on, onto her during or after the fight with Kakistos. Meaning that your new Slayer _is_ Venom now."

"Oh," squeaked the cheerleader, "That is bad."

"The power of a Slayer, taken in by that monster, and then even enhanced on top of whatever superhuman powers it already possessed..." Giles was starting to look a bit green. He wasn't the only one either.

"We're moving on to LA. We'll be back, we don't abandon good people," the Punisher promised, "but Venom has to be stopped. By any means necessary."

"We're coming with you!" Willow and Xander both exclaimed together.

"Christ!" Frank Castle prayed for strength in dealing with pushy teenagers.

"No way!" Black Cat protested immediately.

"Look... there's more to this than you think!" Xander quickly tried to argue them around. When he saw he had their attention he continued, "Our friend, Buffy Summers, she's also a Slayer. Suffice it to say there was a prophecy, she died, I did CPR and revived her and while she was 'dead' for a minute or two, she's still alive, but it was enough to activate the next in the Slayer line. That Slayer died last spring, over there if you're interested in that kind of thing," he pointed at the counter where Kendra had died.

"After some bad stuff happened, Buffy ran away. Giles has been trying to track her down, as you know, but Willow and me are sure she's in LA somewhere. If this new Venom is going after Slayers... We have to go. She's our friend and we are _NOT_ going to abandon her!"

Seeing he'd at least gotten them on the ropes he threw in one of his trump cards. "Look, you can put us in whatever or however much body armor you want, we'll stay in the van and the base or wherever and we'll definitely stay out of Venom's way, but we're coming with you. The only thing you get to decide is if we're riding in the van and in a place where you know where to find us, or if we're following behind in Oz's zebra-striped band-van and you're looking for use just as much as you're looking for Venom."

After a hefty silence, Black Cat let out a long sigh. Sharing a look with her fellow superheroes, she commented, "I think we might have trained them a little _too_ well."

"I doesn't matter," Johnny Blaze interrupted, "because I have to stay here. It's more than just the Hellmouth. Something is about to happen here. Something bad. I have to be here. And you two always need somebody watching your backs as it is."

Castle snorted, trying to hold back a laugh. He didn't laugh anymore. But the whole situation was FUBARed in so many ways it was just plain funny.

"Fine. BUT!" his shout stopped any cheering or protest from Black Cat or Giles. "Only you two. And you WILL do as we say, WHEN we say it! Is that CLEAR!!"

"Yes Sir!" Xander then snapped off a perfect Marine salute.

Willow didn't salute, but the look of sheer resolve in her eyes was enough to convince the Punisher and he just nodded back. "Start loading the gear. Willow, you're our Tech-girl, so computers are yours. Xander, we're going to be putting those gun and weapon cleaning skills of yours to the test. Venom has a several week start on us and probably has a nest already built up that we won't find until we start looking for it. Let's Move People!"

With that, everyone, superheroes and Scoobies alike exploded into action.


	7. Preparations

_L.A._

_Five mintues later_

"WAHOOOOOOOOOOOOOOOOO!"

"Having fun?" Venom asked. The newly joined Slayer/Symbiote team landed on the side of the building, claws digging into the brickwork as she climbed towards her sister/mother figure. Just because they lacked Venom's spider-like abilities, didn't mean they couldn't improvise, right?

"We can see why you prefer the roof top express," she said her voice a slightly higher pitch than Venoms. "That was a blast!"

"Glad you two approve," Venom said. "We really need a name for you. And something that looks less like you got a wig from the Medusa," Faith ran her claws through the tangled mass of symbiote which had formed a writhing mass of hair.

"We like it. We don't want anyone mistaking us for you, right, 'mother'?" She asked teasingly.

"Alright, smartass, your choice," Venom said. "What about a name?"

"We like... Wrath," Venom gave a scary grin.

"Perfect," she agreed. "Now, we should go and get packed. We need to..." she was cut off as the duo was illuminated by a spotlight.

_'This is SHIELD. You are under arrest. Surrender now!'_

"Oh..."

Before either Symbiote bonded Slayer could move, whoever shouted at them decided not to wait for them to surrender and shot a blaster bolt at them, providing them with just the motivation they needed. Venom Slayer quickly grabbed up the newly minted Wrath and swung them both away from the source of the spotlight. When they detected sounds of pursuit, Venom Slayer hurriedly moved them beyond the range of the lights and _threw_ Wrath into the shadows of an alley below them, praying that her gambit would protect them while she lead their pursuers a little further away before turning to strike at those that would hunt them!

Faith looked up from where she had landed. B, or rather Venom-B had thrown her so hard that she didn't really have a chance to catch onto the walls of the alley with her talons. So, she'd landed on the ground, but Slayers were made of pretty stern stuff, and when augmented by a Symbiote, Wrath had no problem landing on her feet.

Knowing why Venom had ditched her like that, she ducked down and blended with the shadows, hiding as a couple of hoverbikes shown spotlights down into the alley, but they left soon after.

Buffy was pissed. Venom was furious. Venom Slayer was the both of them mixed together with hormones left over from the 'birth' added to it.

Once she felt she had enough of a lead, she dropped in height before shooting out a couple of weblines that quickly grew taut, and the SHIELD Agents chasing them only realized at the last second, as she slingshot herself back towards them, what she'd been up to. They almost flew over her. Unfortunately, it was almost.

Now facing those that would hunt them, Venom Slayer growled and lengthened her talons for maximum carnage while counting who and what she faced. A five man team of a SHIELD Capture and Detain team. Although sometimes they were also referred to as Capture and Destroy, depending upon the target.

Knowing these weren't amateur thieves, or even vampires and demons, Buffy knew they couldn't afford to hold back. Not that Venom ever wanted to, but likewise, Venom understood that they couldn't revel or waste time. The kills had to be quick, clean, and done on the first strike, or not at all.

With two quick swipes, those that had been on the front were knocked from their hoverbikes and sent tumbling to the streets below, deep gashes along their armor reminding them for the future how close to death they'd come. Before anybody could even realize that much, Venom Slayer had already moved on to the rear left guard and backhanded him through the air to a roof two buildings away and leapt to the rear right guard and just throwing him straight up before moving with the same blazing speed to the team commander.

Idly, Venom wondered what SHIELD was doing letting a woman lead a C'n'D Team, even if she was kinda buff looking with Irish red hair. When the bitch pulled out a sonic gun, they began to get their first clue.

"LEAVE MY MOTHER ALONE!!" a hoarse cry pierced the night as a shapely black blur shot from the nearest rooftop to just behind SHIELD Agent.

Startled, the woman started to turn, only to see another Symbiote, this one clearly female, but with waving medusa-like tentacles in place of hair, and talons sharper than Carnage's. Thankfully, the creature only slashed the sonic gun that remained unfired in the Agent's hands before whipping the tentacles around to throw the Agent off the hoverbike and to the streets below.

Venom Slayer landed on the same hoverbike a heartbeat later.

The two Slayer/Symbiote's stared at each other for a moment, then looked around them, then together down at the team commander before looking back at each other.

"Nice," Venom Slayer grinned.

"Thanks," Wrath seemed to blush.

"Still need to pack up, but I think we'll take the sewers instead of the scenic route," the black and white clad female said to the other.

"Suddenly wishing part of the Slayer package wasn't an increased sense of smell," the latter muttered as they both jumped away to find a sewer entrance.

_Sunnydale_

_Heroes Hideout_

"You guys sure do have a lot of stuff for just being her a couple of weeks," Xander complained as he carried yet another case of ammo to the War Wagon.

"What can I say?" Punisher grunted with a sarcastic smirk, "I'm a packrat."

"OK, I've linked up this laptop with all of my Favorites and uploaded all of the programs that I'll be needing, even if we have to hack NASA, the Pentagon, and SHIELD all at the same time while searching local databases, such as the coroner's. I'm ready when you guys are!" Willow chirped from her position with the computers.

"We can leave the rest Xander," Punisher closed up the van they'd be traveling in. "I like to leave nest eggs just in case I ever need to come back to some place to finish a clean up. Besides, if Venom really did take over the new Slayer, then she'll probably be attracted to the Hellmouth same as all the other bad stuff. We might even just wind up having to turn right back around."

"One good thing about being within a few hours driving distance of downtown LA, then," Xander commented. "Saves gas money."

"There's nothing I can do to stop you, is there?" Cordelia suddenly cried out. She, Black Cat, Giles, and Johnny had been standing off to the side, watching the others pack up their gear for the road trip, but Cordy had been growing more and more steadily upset the closer it got for them to leave.

"Cordy, I..." Xander tried to placate her before another of their arguments started.

To his everlasting surprise, however, she instead ran right into his arms and hugged him like she never wanted to let go. He barely even noticed when his own arms went around her just as tightly, but he couldn't help _but_ notice when her shoulders, her whole body even, began to shake with barely restrained sobs.

"I don't want you to go, you could get hurt," she whispered so only he could hear.

"I'll be fine, Cor," he whispered just as softly. "We'll be back by the weekend. I promise, OK? Besides, this is something that needs to be done, and I have to do it. And I'm not exactly doing this alone. I'm going with Wills and two honest-to-God superheroes for crying out loud! I'd be more worried about you, since you're going to be staying atop the Mouth of Hell with who knows how many vamps and demons running around, and I won't be here to protect you."

"Oh you!" she mock-slapped him, but did not leave his embrace.

"On the more comforting side, you've got a superhero of your own that will be here until I get back, so I'm not gonna be panicking here. On the slightly more disturbing side, if Mr. Flaming Skull Eyes even looks at you funny, don't be afraid to kick him in the nuts, and keep his hellfire shotgun for me so I can shoot him with it when I get back, all right?" She laughed at his rather lame joke, but she was no longer crying and that was the important thing.

"C'mon Xander," Punisher said, sounding reluctant about it almost, but still an order. The couple shared one last kiss and then let go of each other, one quickly getting into the back of the War Wagon, the other turning so she didn't see them drive out of the warehouse with screeching tires.

"They'll be back," Johnny told those left behind.

They chose to believe him.

_LA_

_Buffy and Faith's Loft Apartment_

"How much stuff we gotta pack?" Faith asked as she looked down at all of her clothes that Buffy had bought for her over the past few weeks. Clothes, she realized, that she no longer really needed. Thanks to little Venom Jr she would never need another change of clothes ever again!

"Only the essentials," Buffy explained, pulling out a case of said 'essentials'.

A box full of chocolate bars. Rich dark chocolate bars. Heaven on Earth.

"Essentials, huh?" Faith grinned, grabbing a bar for herself and tearing into it. She wasn't surprised to hear Jr purr with delight as the chemicals were absorbed.

"Yes," the blonde said with a straight face, "the absolute essentials."

"Sounds good to me!" the brunette cried, helping her with the packing.

Within an hour, everything was packed and locked up and the two girls shifted their clothing to matching black leather outfits, that just so happened to include a couple of strapped backpack handbacks that were filled to the brim with chocolate bars. They also loaded up on a few weapons, a few stakes, silver daggers, blessed knives, bottles of holy water, swords, axes, whips, and a crossbow or two. Since they were leaving behind the majority of Buffy's armory in the loft apartment, yeah, just a few weapons.

"Now what?" Faith asked, suddenly at a loss.

Buffy frowned, and it wasn't her cute pouting frown either. "Now comes the hardest thing anyone ever does. Going home."

Suddenly an explosion rocked the floor under their feet. Both sighed in resignation. "After we take care of whatever caused that," she added, putting down her handback and morphing her clothes into her costume. Faith mimicked her, the mostly black form-fitting costume clearly revealing every seductive curve of her body.

Unlike with Venom, or even the Carnage symbiote, Wrath did not have a mouth, instead sealing over like Spiderman's costume. The eyes were another difference, being a bright glowing red rather than solid white. The red also was present around the fingertips, creating blood red talons when extended, and a touch of it along the back of her hands and up her forearms. The other great difference was the twighlight blue that covered her feet/boots, going all the way up to her calves in a flame-like pattern.

It had only been a few hours, but Faith had alread learned that in addition to giving her talon claws, she could extend a stake out of the back of her wrists. It wasn't wooden, despite having those on her, but part of the symbiote. On a quick test during their run through the sewers, they'd come across a gang of vampires, none of Kakistos' crew thankfully, and she'd tested the stake out on one of them. Worked even better than wooden stakes!

She still hadn't figured out what the blue was supposed to mean, other than the fact that she'd jumped pretty far and pretty fast when Venom Slayer had been in trouble with the SHIELD agents. Something to look into.

The real kick ass feature though, was the reason her eye-patches were red instead of white. She could see into the infra-red and a pitchblack area without any lighting whatsoever that even Venom Slayer couldn't see in was lit up like the brightest day at noon with hundreds of spotlights turned on and pointing at whatever she was looking. She was also pretty sensitive to movement.

As she donned her Wrath form once again, this time in a well-lit apartment rather than a dark alley or sewer, she soon realized the trade-off for the majority of Venom's spider powers. Instead of just inheriting all that, her Slayer powers were magnified to an untold degree. Like the little Wrath symbiote was a Slayer all on herself already, and then joining with Faith, a human Slayer, magnified those powers as much as a symbiote magnifies the traits of those they bond with, and then added its own Slayer powers _on top_ of all that even!

Oh, and the last thing, which she hadn't known until Buffy pointed it out and she had looked in a mirror when they first got back. She had a moniker in white along her back, but it wasn't the spider symbol, and it didn't even touch the side or reach around to the front. It was a simple robed figure, drawn in outline, with a wide pair of angel wings on the back, going up to her shoulder blades.

Faith almost thought this meant she could grow wings and fly, but Wrath silently informed her that while it was still young, even if it were to ever be possible, the symbiote did not know how to do that just yet. She was almost disappointed, until she turned and saw the near-same figure adorning Buffy's chest. Only difference being, the white spider emblem that resided at the center of Venom Slayer's chest, was not copied on Wrath's back. That answered a few questions right there.

Turning off the lights as they both jumped out the window, they hung to the side of the building, staring down and looking around for the disturbance they'd felt.

It wasn't long before they found it.

Who knew the Hulk was in town?

_LA_

_Highway from Sunnydale_

"You have _got_ to be kidding me!" Xander exclaimed as they listened to the police reports over the Punisher's radio, and witnessed what was being reported first-hand.

"Who knew Bruce was visiting Hollywood?" Black Cat helplessly shrugged when Punisher gave them all a dirty look.

"Bruce?" Willow repeated.

"The Hulk," Punisher growled in answer.

"Why are we driving right for him?" Xander nervously asked after a minute.

A solid city block from the center of the disturbances, the middle of the LA ghetto actually, the Battle Van was pulled over and parked in a dark alleyway. "Stay here, out of sight, lock the doors. Cat and I will handle this."

"Handle?! Frank, hate to rain on your suicidal delusions here, but that's the _Hulk_ out there!" Black Cat screamed. "He's in a league all his own. The only ones that _ever_ try to take him on are the heavy-hitters like Thor, or the Avengers! You and I do NOT the Avengers make!"

"I like to plan for every contingency," was the short reply, right before he started to unload and equip himself with the 'heavy' guns. RPG launchers were actually the _least_ destructive items that he was carrying after he stepped out of the alley and into the warzone.

"Couldn't have left some of that for me?" the white haired superheroine grumbled.

In the end, both superheroes went out to, at the very least, face the Hulk. Hopefully without making him too angry. Willow did something high-tech and they managed to watch what was happening through a combination of security, observation, highspeed, and News network cameras. Thus it was that they discovered somthering which they immediately had to call Punisher to inform him of.

"FRANK! PUNISHER! WHATEVER! Venom is _there_! She's already fighting the Hulk! And guess what? She's not alone!" Xander screamed over the radio.


	8. Destruction

_Downtown LA_

Turns out the Hulk wasn't the actual cause of the disturbance, just the first one on the scene of what looked to be an operation underway by the terrorist organization known as HYDRA.

"Well, that explains what SHIELD was doing in the area in the first place," Venom Slayer commented as she and Wrath watched from the roof of a building just outside of the battlezone.

"Doesn't explain why they attacked us though," Wrath pointed out.

"Does when you consider that they once brainwashed Eddie into being their pawn," she argued back. "Probably thought we were part of the HYDRA cell in place here. Hell, they've got the Abomination in their pocket and he's going toe-to-toe with the Hulk! Why not the new She-Venom to boot?"

"OK, point. Doesn't mean they were right!"

"Not gonna argue that, it's just I've had to spend a lot of time seeing things from other people's points of view, my baby's here just to name one," she affectionately stroked the suit around her.

"So... what are we gonna do here?" Wrath asked.

"Help the Hulk, stop HYDRA, and get out of town before anybody else shows up," came the straightforward reply.

"Oh, easy as pie then," Wrath grumbled.

The only reply she got was Venom Slayer leaping off the roof and webslinging into the fray. "I'm suddenly regretting meeting that girl," Faith mumbled, right before she took a running leap and aimed for the super fight going on down below.

_Same Location_

_(Punisher and Black Cat's POV)_

"Think there's a chance this is all just one big coincidence?" Black Cat asked the white skull wearing vigilante as they ran down the street towards the sound of explosions and violence.

"There's no such thing as coincidence," was the Punisher's straight reply.

"The new She-Venom, the missing Slayer, the Hulk, the Abomination, and HYDRA all in the same city on the same night that we happen to show up with two civilians that hunt vampires in their free time? What would you call it then?" she asked.

"A night at the office," was his short reply as they turned the corner and bore witness to the carnage of the battlefield.

"And what would you call this?" Black Cat questioned in a quiet voice.

Frank Castle smirked as he cocked one of his guns and answered, "Fun."

"Absolute psychopath," Black Cat muttered, watching as he walked into the fight.

_Venom Slayer and Wrath's POV_

"Well, there's something you don't see everyday," Wrath remarked as she and Venom Slayer clung to the side of a still-standing building nearby. "Hulk VS the Abomination. Sounds like a stupid Pay Per View event, you ask us."

"We'd be very worried about the state of the world if it _was_ a Pay Per View event," Venom Slayer hissed. "This is dangerous, on a whole different level than demons and vampires. We cannot overpower these two. Best advantage we have is that they're big, we're small, they're strong and powerful, but we're fast and agile and powerful in our own right. Don't stay in one place for longer than a single heartbeat. Strike, then move, move again, strike when there's an opening and keep moving. Trust your instincts. The spawn of symbiotes are often stronger than the original and you have more than a few of my powers, Spider Sense being one of them. Use it."

Wrath just nodded, not taking her eyes off the fight.

"Are you ready for this?"

"... Yeah, we are."

"Good," was all Venom Slayer said, right before jumping off the building and launching a webline onto the Abomination's back and zipping across the distance in a near instant.

Wrath took a deep breath and flexed her talons. Unseen, her feet that she held against the wall began to glow blue, the same blue that her suit was colored around the boots, but it wasn't until she jumped that what it meant became clear, as Wrath was launched away from the wall with the force of a long-range artillery cannon, and covered the same distance that Venom Slayer had to use a webline to cross in half the time.

"Damn, we can get used to this!" Wrath exhaulted, leading in with her talons and a 'stake' strike to the face of the Abomination, creating an opening for the Hulk to land a heavy blow to it's torso. Venom Slayer used the same opportunity to swing around the two titans and land a flying kick to the back of the creature's neck with enough force to send it almost to the ground. Hulk then capitalized by cutting loose with a devastating uppercut that sent the Abomination flying over thirty feet into the air before crashing back down right in front of them.

"Wow," Wrath scratched her head in confusion. "Anti-climatic."

"Hold it right there!" a voice barked and the three misunderstood superheroes turned to see a man in black with a blazing white skull on his chest holding a very big gun at them.

The Hulk growled, Venom Slayer hissed, Wrath clenched her talons, and the Abomination groaned before getting back up.

"Aw hell..." Black Cat moaned when she saw the sudden standoff.

"Rain check?" Venom Slayer shrugged.

"Don't think they're gonna accept, V," Wrath commented.

"The Punisher, the Hulk, the Abomination, H.Y.D.R.A., Black Cat, Venom, and another symbiote-infested female," Venom Slayer listed. "SHIELD's in town, and they attacked us earlier without cause or provocation as we were just swinging through downtown not doing anything but. What are the chances of _any_ of us walking away, no matter whose side we may be on, if all of us start a Battle Royale, huh?"

"Shit," Black Cat cursed, "She's right, Frank."

The Hulk growled, looked over the group of tense heroes, then to the slowly-recovering Abomination. Clenching his fist, he made his decision rather simply; ignore those that didn't attack him, and SMASH ABOMINATION!!

It almost started the battle royale when the Hulk moved in a flash and went right back to pounding on the Abomination, but Buffy and Faith managed to hold back the instant fight-or-fight-more reaction their symbiants had, and that helped keep Black Cat and Punisher from throwing their own punches, as neither one of them wanted to be the one to throw the first hit in this case.

After a few long seconds, with the Hulk and Abomination duking it out less than ten feet away, Venom Slayer slowly raised her hands and said peacefully, "OK, truce. We all deal with the Abomination and HYDRA first, and then deal with each other and SHIELD later, OK?"

It was another tense few moments as the two heroes seemed to think it over. Black Cat made her decision first and turned to look at the Punisher in question. Another minute passed in silence, amazingly enough with the back drop of the Hulk and Abomination rolling around, wrestling and trying to pin each other into submission, until finally the white-skull painted man took a deep breath and let out a heavy sigh, as though it were the hardest decision he'd ever had to make as he said, "Fine. After this is over, though, stick around, or I won't give you the chance to next time."

Venom Slayer mulled this over for all of two seconds before nodding her head saying, "Agreed. We'd rather not be hunted by SHIELD _and_ the Punisher at the same time. One or the other we can handle, but give a girl and her other a break."

"So... we doin' this?" Wrath asked, just to clarify.

"Looks like," Black Cat nodded, pulling out her claws.

"Let's do it then," Punisher pulled out his guns and the heroes, all questionable, raced forward to stop the Abomination.

_Same Time_

_Punisher's Battlevan_

_Hidden alley a block away_

"Holy Schnikes!" Xander exclaimed as he and Willow sat there watching the live video feed that Willow had hacked for them. "There are two of them! Uh, what's this mean Wills?"

"I... I'm not sure, Xan," the redhead admitted. "But I am sure that they're all about to have some uninvited guests. SHIELD is moving in, and there's a lot of activity in that warehouse there." She pointed to a satellite view of the battlefield and a specific building that had a lot of little people and vehicles moving around it.

"So what are we going to do about it?" he asked his bestest friend.

She shrugged helplessly, and replied, "Hope SHIELD catches the bad guys before they get away?" That hope was destroyed almost before she finished speaking as the both of them noticed the SHIELD 'blips' on the screen were bypassing or completely ignoring the HYDRA 'blips' and were nowhere near the warehouse on the screen.

"So much for hope," Willow moaned in despair.

"Not so fast," Xander gave her that crazy grin he sometimes got whenever he came up with a plan of action, fully demonstrated as he grabbed the keys to the van and got in the driver's seat. The _Punisher's_ seat!

"XANDER!!" she screamed at him, even as she buckled herself in.

"Buckle up," Xander crowed as the engine turned over, "Lock and load!"

Ironically, that was the exact passphrase that was needed to pull the safeties off all the automatic weapons connected to the Battlevan's weaponry. Of course Xander didn't even notice the computer come online asking what the targetting parameters should be, so it was a rather lucky coincidence that as means to further motivate himself in this insanity, the next words out of his mouth were, "Target: HYDRA! MAXIMUM CARNAGE! YEAH! I've always wanted to say that," he confessed to Willow, who'd been staring wide-eyed at the screen.

After asking for Targeting parameters, it had asked for what assault program to employ, followed by 'Confirm?' even as every single heavy artillery and 'big gun' that the Punisher hadn't taken with him lit up and targetted every single last HYDRA 'blip' in range. Xander finally noticed something was off when he found he couldn't control the vehicle anymore, in fact it was driving itself and shooting heavy-calibre machine guns at very specific targets as it drove through the streets.

"Uh, hey! What the...! Uh, Willow, I think I turned it on," he called back, even as they felt the bump of a rocket being launched and blowing up a truck full of HYDRA's weapons. "Yeah, I think I did something I wasn't supposed to, Wills!"

Willow had never wanted to hit her lifelong friend more than at that moment.

_Battlefield_

_(Punisher's POV)_

"I am going to _punish_ that boy after this," Frank vowed as he watched his own Battlevan run a program that he honestly would have had it run anyway by remote, but the fact that he saw Xander at the wheel made it worse as the kid had promised not to touch anything.

"And on that note, we're leaving," Venom Slayer called, narrowly dodging a few missles that shot past overhead.

"Aw, and we were just startin' ta have some fun," the one called Wrath argued.

Hulk got hit by a stray bullet and screamed out in rage.

"Never mind," the tentacle-haired symbiote Slayer whispered.

"What happened to 'doing this'?" Black Cat screamed over the explosions happening all around them. Idly she wondered just _how much_ firepower Castle carted around in that van of his!

"Looks like Punisher seems to have done it already," Venom Slayer pointed out.

"Nothing on my van can take out the Abomination," the aforementioned vigilante commented. "The only thing that ever has is the Hulk or the entire Avengers corp."

"We ain't the Avengers!" Wrath angrily snapped at him.

"It still needs taking down," Castle argued back, pumping the action on his gun for emphasis.

"Are we free to go after this is over with?" Venom Slayer negotiated.

Punisher hesitated, looking over at Black Cat, who shrugged, then pointed at the dueling green giants, whom amazingly hadn't come near them in the past two minutes that they'd been talking for. Finally he just sighed.

"Yeah, for now. But only if we all make it out of this alive, and only if the Abomination is taken down first, deal?" he reluctantly offered.

"... Deal," Venom Slayer nodded after a moments hesitation.

The next few seconds were pure chaos as the Hulk and Abomination carried their fight over to where the heroes had been conversing and said heroes immediately joined in on pounding the Abomination into submission. The Punisher firing armor-piercing rounds at mid-to-pointblank range, Black Cat, Venom Slayer and Wrath all moving in around the behemoths for slash and dash runs, sometimes landing a heavy blow to compound with the Hulk's when it was convenient.

It wasn't that easy, unfortunately. Some of them got smacked by the force of the blows being traded, while more often than not the Abomination moved faster than it's size belied and knocked them away. A few times the Hulk even took a few swats at them, more annoyed than grateful for their assistance.

The only one that managed to get in more hits and dodged most of the blows was Venom Slayer. Combined with the copied-then-enhanced Spider Sense, Spider agility, Spider strength, not to mention her natural Slayer senses, Slayer agility, and Slayer strength, she was the closest to being on par with the two battling giants.

Wrath tried using her 'tentacles' to trap or at least temporarily restrain the creature, but she could only hold it for a few seconds before it's immense strength nearly tore her 'hair' out and she had to let go or lose part of her Other. Still, in those few seconds, both Hulk and Venom Slayer landed several heavy repeating blows, Hulk going for the torso and head, Venom Slayer going for the legs and joints.

Punisher kept his shots focused and targeted the Abomination's weakspots; the face, eyes, neck, as well as any soft tissue he could get a shot at. Black Cat, on the other hand, just tried to get her licks in where she could and stay alive, usually by focusing on dodging more than attacking.

Five minutes and a whole lot of violence later, the Abomination started to slow down and the Hulk was getting louder and louder. Thankfully, no HYDRA backup had shown up yet, so it was generally assumed that they were too busy dealing with Xander and Willow in the Battlevan. Another minute of whaling on the Abomination like an ugly rabid dog that nobody wants, it stops attacking and tries to defend itself more, but Venom Slayer and Wrath quickly move past those defenses to work on taking it down for good. Just after Punisher runs out of ammunition, the Hulk comes in and picks the Abomination's body up and in a fit of rage, throws the creature through the air to crash through the building that had been HYDRA's headquarters, and what's left of it, after the Battlevan's passing, collapses on top of the unconscious, if not dead mutation.

As the seconds pass, nobody moves beyond what's necessary for catching their breaths. The Hulk, his lungs heaving, slowly turns to regard the 'puny' heroes that had helped him. Venom Slayer makes the first move by holding up her hands and taking one step back, making sure to keep herself as small and unthreatening as possible. Wrath quickly follows her example, stepping in beside her sister/mother.

Punisher almost looks like he's actually thinking about starting another fight and wants to take on the Hulk, but thankfully he just sighs and puts his guns down. Black Cat also breathes a sigh of relief and smiles up at the Hulk and shrugs, silently saying she does not wish to fight either, and none of them are about to stop him from going or try and make him stay.

After a few seconds, the Hulk sighs and seems to nod to them all, not saying much else, but he seems to shrink just a bit as he stands there next to them.

"We're leaving," Venom Slayer said. "It was fun, but we've got a plane to catch."

"Catch ya on the flipside, Big Green!" Wrath rasped as she and Venom Slayer web-swung out of sight.

"So," Black Cat drawled as the three remaining heroes watch the other two disappear into the LA night. "Now what?"

"Hulk tired," the green giant grumbled, before stumbling a bit as he continued to shrink, losing his green tan and his dark green hair turned light brown as did his eyes. Another few seconds and Bruce Banner was embarrassingly holding up his pants in front of one of the top ten 'sexiest superheroines in the US' and the legally insane vigilante known as the Punisher.

"Come on Bruce," Frank grumbled, taking off his coat and handing it to the wimpy-looking scientist. "I've got some kids that need some... punishment. I think I'll start by having Xander lend you some clothes."

"The ones he's wearing right now, I assume?" Black Cat chuckled.

"Do I even want to know?" Bruce asked, shivering as he shrugged the coat on.

"Probably not, but Hulk didn't run off, so now you get to," the white-blond laughed. "Don't worry, SHIELD's backed off for now, so we've got a few minutes. Meantime, we've got other things to worry about. Like a second symbiote-possessed Slayer on the loose."

"Noticed that too, huh?" Punisher asked. "I'll put Willow on tracking their flight. Tomorrow."


	9. New York City

_Plane to New York_

_30 minutes after LA Battle_

"So, why are we headed to New York?" Faith asked.

"We need to see someone," Buffy said, downing a chocolate bar. "Multiple someones. You're coming along so we can keep you out of trouble."

"Hey, we can keep out of trouble!" Faith muttered sourly. Buffy just grinned.

"Yeah, uh-huh, sure. One block, remember?"

"Bitch," Faith muttered. "So, who're we seeing?"

"Well, for one, we need to get SHIELD off our backs, which means we need to report in to Herr Fury and make with the 'splainy," Buffy said. "Also, we need to assure the Spider we aren't going to make his life a living hell. And finally..." Buffy stopped a moment. "She wants to see Eddie one last time. Not necessarily all in that order."

"There's a couple of tall orders there, B," Faith said, snatching a chocolate bar off the tray in front of Buffy. "Mean, how're you gonna get close enough to ol' Web Head without him jumping to conclusions."

"Civilian," Buffy said. Faith raised an eyebrow. "Yes, we know who he is, no we are not telling you."

"Spoilsport."

"Yes, we are," Buffy said. "Now get some sleep. We're going to be majorly busy till we head back to LA."

"And then on to Sunnyhell?" Buffy nodded slowly.

"Yeah. On to Sunnyhell."

_Roughly 6 hours later_

_New York_

Peter Parker was so busy looking through the jewelry store window for an anniversary present for his wife he didn't see the person who ran into him. Nor did he notice the note that had been placed into his pocket until he reached for his wallet to pay for the new watch.

_Meet me on the roof._

Ten minutes later, Spider-Man leapt onto the roof, looking around cautiously, not really knowing what to expect.

White noise clouding his Spider Sense was the first clue.

"Why today?" he complained. "All I wanted was to get my wife a present, maybe a little snuggle time. But nooooo, you just had to come back to town, didn't you, Venom?"

"We suppose saying 'we're not the same person' isn't going to help ease your concerns?" Venom rasped out from the roof fire exit.

"Not really," Spider-Man said, getting into a low crouch, ready to leap into action.

"Well, sorry to disappoint you, Spider, but it's true," the blended Slayer said. "Our Other isn't as full of anger or greed as our past selves. She's...like you. A hero. And now, so are we."

"And you expect me to believe that?"

"No," Venom admitted. "We expect to have to convince you. We expect that it will take a long time. Unfortunately, we don't have that long."

"Oh and why's that?"

"Because we have a Hellmouth to protect, a youngling to teach and we don't have time to deal with you and your fellow heroes taking out past mistakes on us," Venom snarled. Before Peter could say anything, the mask and costume turned into a long black coat, covering a white blouse and blue jeans. Peter looked at the blonde cautiously. "Sorry about that. She still has...rejection issues and things were about to get out of hand. Figured it was time to take over."

"And you are?" Spider-Man asked.

"Buffy," she said simply. He almost choked on the laughter that bubbled up. "Hey! Coming from a guy calling himself 'Spider-Man' that's a real laugh. I wonder where your powers come from?"

"Why the name?" he muttered. "It's always the name."

"Agreed," Buffy shot at him. Spider-Man glared at her.

"Alright, say I believe you. What do you want from me?"

"Nothing," Buffy said. "Just stay off our back and keep your buddy's out of Sunnydale and we'll be cool."

"What's a Sunnydale?"

"Boca del Inferno."

"You know I think New York has 'Mouth of Hell' sewed up," Spider-Man joked.

"Nah. Doesn't have an actual portal to hell. Well, unless you count the freeway to New Jersey," Buffy sent back just as smoothly.

"Oh you are good."

"Thanks."

"So...portal to hell, huh?"

"Yup," Buffy nodded. "Nasty too. Right under the high school."

"...Damn. You've probably used all the good 'school is hell' jokes, huh?"

"Yeah, think we've done 'em all."

"Well, you're a better conversationalist than most of Venom's Others."

"We like to think we've moved a step up from Gargan."

"What happened to him anyway?"

"Ran into a Volcax demon. Head crushed like a grape."

"Ow."

"Yeah, not a nice way to go. My Other still has nightmares about that."

"...Nightmares?"

"Hey, she has dreams too! Of course, when we first met most of those was your open head, but she's changed. She's better than she was."

"Say I do believe that. What's to say the next Venom isn't going to come after me?" Buffy glared at him, her 'coat' was almost vibrating.

"Look, we understand. You have trust issues with symbiotes. But she wants to leave that behind and we're sure as hell am NOT letting her go any time before we keel over, which we're not planning on being any time soon."

"Well, that's good to hear," Spider-Man said. "That doesn't mean I trust you yet."

"Yeah, we fig..." Buffy's sentence was cut off by roaring engines as a SHIELD transport flew above them. "Friends of yours?" she yelled.

"Not that I know of," Spider-Man answered.

_'Venom, surrender immediately. You are under arrest for attacking and endangering SHIELD personal.'_

"So much for changing!" Spider-Man said, stepping back.

"They attacked us first!" Buffy screamed defensively, then looked at the carrier. "IT WAS SELF DEFENCE YOU MORONS! YOU ATTACKED US FOR NO REASON!" Spider-Man had to give her points for guts. He didn't know anyone willing to scream at SHIELD. "So much for a nice, easy trip," Buffy said as the symbiote covered her body. "We hate our life."

_Sunnydale_

_The Library_

"Oh dear, you're serious, aren't you?" Giles grew dangerously pale as he fell into a chair. After all, he'd just been told that there was a second symbiote out there and _both_ the new She-Venom and this new symbiote that identified herself as _Wrath_ had Slayer hosts. Which could only mean one thing really.

"Question is, which one is Buffy?" Xander asked, having long since moved past the revelation and asking the real question. "Venom or Wrath?"

"I would think that's rather obvious," Johnny said. "Your friend Buffy has been missing for upwards of three months. The new Slayer from Boston, that was held captive by Kakistos, whom we know was slaughtered by the new She-Venom, has only been missing for a few weeks, maybe only a month or two. She-Venom appeared on our scopes roughly two and a half to three months ago. By that time frame, the Boston Slayer should have still been in Boston."

"So," Willow was on the verge of tears, even as she stated the facts, "Buffy is the new host of the Venom symbiote. And has been for several months now..."

"And she either captured, or rescued, the other Slayer from Kakistos and somehow gave her another symbiote," Black Cat summarised.

"And you brought the Hulk back with you!" Cordelia screamed, pointing at Banner, who was just sitting quietly in a corner drinking tea. He looked up, then shrugged when everyone stared at him and went back to his tea.

"What's wrong with that?" Johnny questioned.

"Hello!" Cordelia gestured erratically around the Library. "We're on the freaking Hellmouth! The Hulk might be mister invulnerable, but what about alter-ego wimp guy back there chugging on Giles's chamomile supply?! What if he gets turned or something else demonic happens to him? What happens to him, happens to the Hulk, right?"

They all stared, feeling like slapping themselves silly by this point.

"I hate it when _Cordelia_ makes sense," Willow grumbled.

"I'm just passing through," Bruce Banner informed them.

"Yeah, people that just pass through usually are the first ones to go," Xander grudgingly admitted. "Any way of extracting this guy away from Sunnydale, or any place supernatural, come to think of it?"

"Sure, just send me on my way. I mean, it's not like I could help or anything," Bruce whined before sipping some more tea.

"Excuse me, Mr. Banner," Giles spoke to the rather unimpressive individual, "But might I inquire as to your field of expertise?"

"Bio-chemistry, specialising in gamma radiation exposure," was the instant reply.

"And what benefit might you have to offer in the field of the supernatural? Specifically, in combating vampires and demons atop an interdimensional rift identified solely as the Hellmouth?" the Watcher dropped the other foot.

"Ah... by getting as far away from here as humanly possible?" he offered.

Giles smiled and nodded, "Good man."

_Same Time_

_New York City Rooftops_

BOOM!

"What the heck did you do to piss them off so much?!" Spider-Man shouted at his black-clad counterpart as they dodged various missiles shot at them from the SHIELD aircraft hovering above.

"That was rhetorical, right?" Venom Slayer replied, shooting a webline to zip under some cover and then out again before it could be blown up.

"OK, here's a very much NOT rhetorical question," the red and blue clad hero snapped at the black and white anit-heroine. "How would you suggest we get out of this mess? Because I don't think they're going to stop shooting until one or both of us are put in _SHIELD superhuman holding cells_!"

"How about the sewers?" she offered, jumping off the roof and down into an alley, only to reappear on the other side of the roof after a few more rockets were launched down said alley.

"I hate the sewers," Spider-Man gumbled to himself.

"Yeah, well what's your bright idea?" Venom Slayer shouted back, having heard him despite being several meters away. Benefits of symbiote-enhanced slayer powers.

Spider-Man didn't respond.

"That's what we figured," she called back. "Nearest entrance?"

"Down the alley you keep trying to get into and they keep shooting missiles into," he dryly remarked, back-flipping to avoid some laser fire.

"Don't suppose you've got a superhero pall you can call a favor in from, huh?" she asked, cartwheeling out of the way of another missile.

"... Not on speed-dial, unfortunately," the wall-crawler grumbled.

"Then we have to do things our way," the symbiote-slayer growled.

"Your way?" Spider-Man repeated, surprised. "What happened to this supposed change from the old Venom? Huh?!"

"My way is we take them down, but not out. Only things that get an instant kill from us are monsters worse than what our Other used to be. Considering that she had to rip open peoples heads just to survive while bonded to a couple of psychopaths, that's saying something. You take the weapons ports, we'll take the engines."

"Why do I have to take the place where all the exploding stuff is coming from?" he whined.

Venom Slayer just pointed up at the SHIELD craft. Spider-Man looked up, and saw that it was a _Valkyrie-Class_ Air-to-Land Support Cruiser. He couldn't so much as scratch the engines on that behemoth, even if he had a week and few missiles of his own to work with. This new She-Venom on the other hand...

"Uh, right. Weapons, got it," Spider-Man nodded and then set up a web-sling-shot to get him up to the airship before they shot at him again.

Venom Slayer just crouched down, aimed her trajectory, and then jumped. She landed on the rear engine-pod just as Spidey was within the maximum range for a webline to the underside of the ship's hull.

"Whoa," he couldn't help remarking to himself upon seeing the sheer physical prowess of the new Venom. "Oh yeah, weapons." He quickly got to work on clogging as many missile ports with web-fluid as fast as he could.

Meanwhile, Venom Slayer was going to town on all the engine-pods within reach. It really wasn't that hard to sharpen her fists into talons and apply a bit of Symbiote, Spider, and Slayer strength, and ripping out the control wires and fuel lines to each pod was child's play. She had over half of them disabled inside of thirty seconds. The ship finally started to go down after three quarters of them were permanently off line.

"Let's move it Spider!" she called from the top of the ship. "Don't want to have to deal with their reinforcements on top of this thing!"

"All right already!" he screamed back and both quickly shot out weblines and were swinging away from the crash, which the pilots were desperately trying to make happen in a non-populated area. "You know, we could have timed taking out the engines a little bit better."

"Puh-lease," the curvaceous crusader scoffed. "We left them two engines, that's more than enough to let them have a controlled crash. We may have a destructive streak a mile wide, but we're not stupid."

Right at that moment, the SHIELD airship crashed into the Hudson and amazingly enough did _not_ explode.

"See?" Venom Slayer then stuck her foot-long tongue out between her fangs.

"You must be from the west-coast, because you certainly don't act like anyone on the east-coast would act. Well, except maybe people from Miami. But that's a whole other can of worms," Spider-Man commented.

"So," she asked while flipping around for another webline shot, "Interruption aside, what's your answer? We really don't want anything to do with you... anymore. We're going to be in town for a few more days. Taking care of... personal business. You just happened to be the first of it. Once we get this mess with SHIELD taken care of, we'll go and if my Other has her way, we'll never be back in yours or my lifetime."

"So, stay out of your way and you'll stay out of mine?" the wall-crawler clarified.

Venom Slayer nodded her head, then added, "Basically. Though we would add that even if you get in our way, we'll still stay out of yours. Petty revenge isn't all that interesting, and you're just not worth it anymore. There are more important things that we have to focus on right now."

Spider-Man was silent, just web-slinging alongside the black and white symbiote slayer for a few more blocks. Finally, he said, "OK, fine. Truce. On two conditions."

Venom stirred uncomfortably, but Buffy quieted her down with a thought. She wasn't so much a white hat anymore that she wouldn't tell a little white lie every once in a while. Just because they verbally agreed to whatever these conditions were, did not mean they had to stick to the letter of said agreement.

"What are they?" she requested.

…

_This is as far as my collaboration with "Doc4" has gotten on this story. So until he replies back with his 'Turn', this story is going nowhere. So until that happens, I am marking it Complete. My apologies to any and all followers of this story. I liked it too, but what made it work was the back-and-forth. Thanks For Reading!_


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